Common use of Legend and Stop Transfer Order Clause in Contracts

Legend and Stop Transfer Order. To assist in effectuating the provisions of this Agreement, Shareholder hereby consents: (a) to the placement of the following legend on all certificates certifying ownership of the Class B Shares until such Class B Shares have been sold, transferred or disposed of pursuant to the requirements of Article II hereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. Additionally, the securities represented by this certificate are subject to the provisions of a Second Amended and Restated Shareholder Agreement by and between Dynegy Inc. and Chevron U.S.A. Inc. and may not be sold, transferred, pledged, hypothecated or otherwise disposed of except in accordance therewith. A copy of said agreement is on file at the office of the Secretary of Dynegy Inc.”; and (b) to the entry of a stop transfer order with the transfer agent or agents of Dynegy securities against the transfer of Class B Shares except in compliance with the requirements of this Agreement, or, if Dynegy is its own transfer agent with respect to any Class B Shares, to the refusal by Dynegy to transfer any such securities except in compliance with the requirements of this Agreement.

Legend and Stop Transfer Order. To assist in effectuating the provisions of this Agreement, Shareholder hereby consents: (a) to the placement of the following legend on all certificates certifying ownership of the Class B Shares until such Class B Shares have been sold, transferred or disposed of pursuant to the requirements of Article II III hereof: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. Additionally, the securities represented by this certificate are subject to the provisions of a Second an Amended and Restated Shareholder Agreement by and between Dynegy Inc. and Chevron U.S.A. Inc. and may not be sold, transferred, pledged, hypothecated or otherwise disposed of except in accordance therewith. A copy of said agreement is on file at the office of the Secretary of Dynegy Inc.”"; and (b) to the entry of a stop transfer order with the transfer agent or agents of Dynegy securities against the transfer of Class B Shares except in compliance with the requirements of this Agreement, or, if Dynegy is its own transfer agent with respect to any Class B Shares, to the refusal by Dynegy to transfer any such securities except in compliance with the requirements of this Agreement.

Legend and Stop Transfer Order. To assist in effectuating the provisions of this Agreement, Shareholder the Shareholders hereby consentsconsent: (a) to the placement of the following legend on all certificates certifying ownership of the Class B Shares until such Class B Shares have been sold, transferred or disposed of pursuant to the requirements of Article II hereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. Additionally, the securities represented by this certificate are subject to the provisions of a Second Amended and Restated Shareholder Agreement dated as of September 14, 2006 by and between among Dynegy Acquisition, Inc. and Chevron U.S.A. Inc. the shareholders party thereto and may not be sold, transferred, pledged, hypothecated or otherwise disposed of except in accordance therewith. A copy of said agreement is on file at the office of the Secretary of Dynegy Acquisition, Inc.”; and (b) to the entry of a stop transfer order with the transfer agent or agents of New Dynegy securities against the transfer of Class B Shares except in compliance with the requirements of this Agreement, or, if New Dynegy is its own transfer agent with respect to any Class B Shares, to the refusal by New Dynegy to transfer any such securities except in compliance with the requirements of this Agreement.