Common use of Restrictions on Warrant Shares Clause in Contracts

Restrictions on Warrant Shares. The Warrant Shares may not be offered, sold, transferred or otherwise disposed of unless such transactions are registered under the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities laws, or unless such transactions are effected pursuant to available exemptions from such registration, provided that CBS delivers to the Company an opinion of counsel satisfactory to the Company confirming the availability of such exemption.