Common use of Restrictions on Transferability of Shares Clause in Contracts

Restrictions on Transferability of Shares. PDS understands that the Shares may be considered to be securities and the Shares are not, and will not be, registered under the securities laws, in reliance upon exemptions from registration for nonpublic offerings. Therefore, Shares may only be sold, pledged, hypothecated, or otherwise transferred (with or without consideration) upon the conditions specified in this paragraph, or as otherwise agreed to by the Company. No assignment of any Shares shall be effective if the assignment would violate the provisions of the securities laws. If the Company so requires, no assignment shall be effective unless PDS, as transferor, deliver an opinion of counsel to the Company, which opinion must be satisfactory to the Company in all respects, to the effect that such transfer will not violate the securities laws.