Restrictions Generally; Securities Act. (a) Each Stockholder will not, directly or indirectly, Transfer any Restricted Securities except in accordance with the terms of this Agreement. An attempt by any Stockholder to Transfer any Restricted Securities not in accordance with the terms of this Agreement shall be null and void and neither the issuer of such securities nor any transfer agent of such securities shall give any effect to such attempted Transfer in its stock records.
(b) Each Stockholder agrees that, in addition to the other requirements imposed herein relating to Transfer, it will not Transfer any Restricted Securities except pursuant to an effective registration statement under the Securities Act, or upon receipt by the Purchaser of an opinion of counsel to the Stockholder reasonably satisfactory to the Purchaser or, if agreed by the Board of Directors of the Purchaser, counsel to the Purchaser, to the effect that registration is not required because of the availability of an exemption from registration under the Securities Act.
Restrictions Generally; Securities Act. (a) Each Stockholder, other than the Bank Stockholders, agrees that it will not, directly or indirectly, Transfer any Restricted Securities unless such Transfer is a Permitted Transfer. Any attempt to Transfer any Restricted Securities, other than pursuant to a Permitted Transfer, shall be null and void and neither the issuer of such securities nor any transfer agent of such securities shall give any effect to such attempted Transfer in its stock records.
(b) Each Stockholder agrees that, in addition to the other requirements herein relating to a Transfer, it will not Transfer any Restricted Securities except pursuant to an effective registration statement under the Securities Act, or upon receipt by the Company of an opinion of counsel to the Stockholder, reasonably satisfactory to the Company, or counsel to the Company, or other evidence, reasonably acceptable to the Company, to the effect that any such Transfer will not be in violation of the Securities Act or other applicable securities laws of any state, or any rules or regulations promulgated thereunder.
Restrictions Generally; Securities Act. (a) Each Employee Stockholder agrees that he or she will not, directly or indirectly, Transfer any Company Securities except in accordance with the terms of this Appendix A. Any attempt by any Employee Stockholder to Transfer any Company Securities not in accordance with the terms of this Appendix A shall be null and void and neither the issuer of such securities nor any transfer agent of such securities shall give any effect to such attempted Transfer in its stock records. Notwithstanding anything contained in this Appendix A to the contrary, any transfer of Options shall also be subject to the provisions of the Option Plan and applicable Grant Agreement. In addition, if any Employee Stockholder transfers any Class A Common Stock obtained upon exercise of any Option, pursuant to the terms and limitations of this Appendix A, any Person acquiring such Class A Common Stock shall be considered an Employee Stockholder for the purposes of this Appendix A, except that the provisions of Article IV shall not apply to such Person unless he or she is or thereafter becomes an employee of the Company or any of its Affiliates.
(b) Each Employee Stockholder agrees that, in addition to the other requirements imposed herein relating to Transfer, he or she will not Transfer any Company Securities except pursuant to an effective registration statement under the Securities Act, and in compliance with all other applicable foreign and state securities laws, or upon receipt by the Company of an opinion of counsel to the Employee Stockholder reasonably satisfactory (as to both counsel and form of opinion) to the Company or, if agreed by the Board, counsel to the Company, or a no-action letter from the Securities and Exchange Commission addressed to the Company, to the effect that no registration statement is required because of the availability of an exemption from registration under the Securities Act and, in the case of such opinion of counsel, that such Transfer is in compliance under all applicable foreign and state securities laws.
Restrictions Generally; Securities Act. (a) Each Stockholder agrees that it will not, directly or indirectly, Transfer any Restricted Securities or Restricted Preferred Securities except in accordance with the terms of this Agreement. Any attempt to Transfer or any purported Transfer of any Restricted Securities or Restricted Preferred Securities not in accordance with the terms of this Agreement shall be null and void and neither the Company nor any transfer
Restrictions Generally; Securities Act. (i) Each Shareholder will not, directly or indirectly, sell, offer for sale, assign, pledge, hypothecate, grant any option or other right in respect of or otherwise transfer (collectively, "TRANSFER") any of the Preferred Shares or the shares of Class A Common Stock of SCC underlying the Preferred Shares (collectively, "RESTRICTED SECURITIES"), except in accordance with the terms of this Agreement. Any attempt by any Shareholder to Transfer any Restricted Securities not in accordance with the terms of this Agreement shall be null and void, and neither the issuer of such securities nor any transfer agent of such securities shall give any effect to such attempted Transfer in its stock records.
(ii) Each Shareholder agrees that, in addition to the other requirements imposed herein relating to Transfer, it will not Transfer any Restricted Securities except pursuant to an effective registration statement under the Securities Act, or upon receipt by SCC of an opinion of counsel reasonably satisfactory to SCC to the effect that registration is not required because of the availability of an exemption from registration under the Securities Act.
Restrictions Generally; Securities Act. (i) Each Stockholder agrees that it will not, directly or indirectly, Transfer any Company Shares except in accordance with the terms of this Agreement. In the event a Transfer of any Company Shares is attempted in violation of the provisions of this Agreement, such Transfer shall be void and of no effect, the Company shall not register or have any obligation to register the Transfer of such shares, and no dividend of any kind whatsoever nor any distribution pursuant to liquidation or otherwise shall be paid by the Company to the transferee in respect to such shares (all such dividends and distributions being deemed waived by the transferee), and the voting rights of such shares, if any, on any matter whatsoever, and all other rights in connection with such shares, shall remain vested in the transferor during the period commencing with such party's initial failure of compliance and ending when compliance shall have occurred.
(ii) Each Stockholder agrees that, in addition to the other requirements herein relating to Transfer, it will not Transfer any Company Shares except pursuant to an effective registration statement under the Securities Act, or pursuant to an available exemption from registration under the Securities Act.
Restrictions Generally; Securities Act. (a) Each Stockholder will not, directly or indirectly, Transfer any Restricted Securities except in accordance with the terms of this Agreement. Shares of Restricted Securities owned by the Management Stockholders may only be Transferred to a Permitted Transferee, who shall have executed a Joinder Agreement and thereby became a party to this Agreement. An attempt by any Stockholder to Transfer any Restricted Securities not in accordance with the terms of this Agreement shall be null and void and neither the issuer of such securities nor any transfer agent of such securities shall give any effect to such attempted Transfer in its stock records. Notwithstanding any other provision of this Agreement, except as expressly permitted or required by Section 5 hereof, no Management Stockholder shall Transfer any Options nor any interest therein to any Person without the prior written consent of the Board of Directors of the Company.
(b) Each Stockholder agrees that, in addition to the other requirements imposed herein relating to Transfer, it will not Transfer any Restricted Securities except pursuant to an effective registration statement under the Securities Act, or upon receipt by the Company of an opinion of counsel to the Stockholder reasonably satisfactory to the Company or, if agreed by the Board of Directors of the Company, counsel to the Company, to the effect that registration is not required because of the availability of an exempting from registration under the Securities Act.
Restrictions Generally; Securities Act. (a) Seller agrees that it will not, directly or indirectly, Transfer any Share Consideration in violation of this Agreement. Any attempt by Seller to Transfer any Share Consideration in violation of this Agreement shall be null and void and neither the issuer of such securities nor any transfer agent of such securities shall give any effect to such attempted Transfer in its stock records. Seller agrees and consents to the entry of stop transfer orders against the Transfer of any Share Consideration in violation of this Agreement.
(b) Seller agrees that, in addition to the other requirements relating to Transfers set forth in this Agreement, it will not Transfer any Share Consideration except pursuant to the North Carolina Permit as contemplated by Section 5.3(a) of the Purchase Agreement or, in the event that Buyer and Seller do not receive the North Carolina Permit, an effective registration statement under the Securities Act, or, unless waived by Buyer, upon receipt by Buyer of an opinion of counsel to Seller in form and substance reasonably satisfactory to Buyer or a no-action letter from the SEC addressed to Buyer, to the effect that no registration statement is required because of the availability of an exemption from registration under the Securities Act, whether pursuant to SEC Rules 144 and 145 or otherwise.
Restrictions Generally; Securities Act. Each Management Stockholder agrees that it will not, directly or indirectly, Transfer any Restricted Securities in violation of this Agreement. Any attempt by any Management Stockholder to Transfer any Restricted Securities in violation of this Agreement shall be null and void and neither the issuer of such securities nor any transfer agent of such securities shall give any effect to such attempted Transfer in its stock records.
Restrictions Generally; Securities Act. (a) Each Current Stockholder agrees that it will not, directly or indirectly, Transfer any Restricted Securities except in accordance with the terms of this Agreement. Each Investor Stockholder agrees that it will not, directly or indirectly, Transfer any Restricted Securities except in accordance with Section 2.1(b) of this Agreement. Any attempt to Transfer any Restricted Securities not in accordance with the terms of this Agreement shall be null and void and neither the issuer of such securities nor any transfer agent of such securities shall give any effect to such attempted Transfer in its stock records.
(b) Each Current Stockholder and Investor Stockholder agrees that, in addition to the other requirements herein relating to Transfer, it will not Transfer any Restricted Securities except pursuant to an effective registration statement under the Securities Act, or upon receipt by the Company of an opinion of counsel to the Current Stockholder or Investor Stockholder, as the case may be, reasonably satisfactory to the Company or counsel to the Company, or a no-action letter from the Commission addressed to the Company, to the effect that no registration statement is required because of the availability of an exemption from registration under the Securities Act.
