Common use of Restrictions on Transfers; Permitted Transferees Clause in Contracts

Restrictions on Transfers; Permitted Transferees. (a) Each Stockholder hereby agrees that such Stockholder will not, directly or indirectly, offer, sell, assign, pledge, encumber or otherwise transfer any Shares or solicit any offers to purchase or otherwise acquire or make a pledge of any Shares unless such offer, sale, assignment, pledge, encumbrance or other transfer (i) is approved by the Board of Directors of the Company, which approval shall not be unreasonably withheld (it being understood, however, that without limiting the generality of the foregoing, such approval shall be withheld if the transfer in question could affect the applicability of Section 351(a) of the Internal Revenue Code, as amended) to the transactions resulting in the initial issuance of Shares by the Company, (ii) either is not subject to or complies with the requirements of this Agreement or (iii) either is made pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or “blue sky” laws or is not required to be so registered because of the availability of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” laws; provided, that the availability of such an exemption shall, if reasonably requested by the Company, be confirmed by an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company.