Common use of Securities Laws Matters Clause in Contracts

Securities Laws Matters. 6.1 The Shareholder acknowledges that the securities of HLM issuable in the future to the Shareholder upon any conversion of or exchange for the Option Shares (the said securities together with the options and/or warrants to purchase Securities of HLM issued to the Seller in connection with the closing of the Stock Purchase Agreement and the Securities of HLM underlying such options and/or warrants being collectively referred to as the "Securities") have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under any other applicable securities laws, and may not be offered or sold, and in the case of options and warrants, exercised, in the United States, its territories and possessions or offered and sold to, and in the case of options and warrants, exercised by or on behalf of, "US Persons", as defined in Rule 902(k) of Regulation S (Rule 901 through Rule 905, and Preliminary Notes) promulgated by the U.S. Securities and Exchange Commission under the Securities Act ("Regulation S"), unless such sale or exercise, as the case may be, is in accordance with the provisions of Regulation S or unless the Securities are registered under the Securities Act and any other such other applicable securities laws, or an exemption from the registration requirements of the Securities Act and any such other applicable securities laws is available. Further, such Securities shall be subject to other agreements including but not limited to the Stockholders Agreement referred to in clause 1 hereof, restricting their transferability and setting forth certain other restrictions.