Common use of Stock Transfer Restrictions Clause in Contracts

Stock Transfer Restrictions. UTEK acknowledges that the MTKN Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following form on the stock certificate representing MTKN Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 4 contracts

Samples: Agreement and Plan of Acquisition (Utek Corp), Agreement and Plan of Acquisition (Utek Corp), Agreement and Plan of Acquisition (Machinetalker Inc)

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Stock Transfer Restrictions. UTEK acknowledges that the MTKN GTHI Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN GTHI Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following follow form on the stock certificate representing MTKN GTHI Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT'), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 4 contracts

Samples: Agreement and Plan of Acquisition (Utek Corp), Agreement and Plan of Acquisition (Glotech Industries Inc), Agreement and Plan of Acquisition (Glotech Industries Inc)

Stock Transfer Restrictions. UTEK acknowledges that the MTKN AOGS Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN AOGS Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following form on the stock certificate representing MTKN AOGS Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 3 contracts

Samples: Agreement and Plan of Acquisition (Utek Corp), Agreement and Plan of Acquisition (Utek Corp), Agreement and Plan of Acquisition (Utek Corp)

Stock Transfer Restrictions. UTEK acknowledges that the MTKN MTNA Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN MTNA Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following form on the stock certificate representing MTKN MTNA Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.. (c)

Appears in 3 contracts

Samples: Agreement and Plan of Acquisition (Material Technologies Inc /Ca/), Agreement and Plan of Acquisition (Material Technologies Inc /Ca/), Agreement and Plan of Acquisition (Material Technologies Inc /Ca/)

Stock Transfer Restrictions. UTEK acknowledges that the MTKN HESG Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN HESG Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following form on the stock certificate representing MTKN HESG Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 3 contracts

Samples: Agreement and Plan of Acquisition (Health Sciences Group Inc), Agreement and Plan of Acquisition (Health Sciences Group Inc), Agreement and Plan of Acquisition (Health Sciences Group Inc)

Stock Transfer Restrictions. UTEK acknowledges that the MTKN RSMI Common Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN RSMI Common Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following form on the stock certificate representing MTKN RSMI Common Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 2 contracts

Samples: Agreement and Plan of Acquisition (Rim Semiconductor CO), Agreement and Plan of Acquisition (Rim Semiconductor CO)

Stock Transfer Restrictions. UTEK acknowledges that the MTKN XXX Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN XXX Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following form on the stock certificate representing MTKN XXX Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 2 contracts

Samples: Agreement and Plan of Acquisition (World Energy Solutions, Inc.), Agreement and Plan of Acquisition (Utek Corp)

Stock Transfer Restrictions. UTEK acknowledges that the MTKN Shares PRIME Stock will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN Shares PRIME Stock in any transaction in contravention of the following legend, which will be imprinted in substantially the following follow form on the stock certificate representing MTKN SharesPRIME Stock: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT'), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, REQUIREMENT UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 2 contracts

Samples: Agreement and Plan (Utek Corp), Agreement and Plan (Utek Corp)

Stock Transfer Restrictions. UTEK acknowledges that the MTKN Manakoa Services Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN Manakoa Services Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following form on the stock certificate representing MTKN Manakoa Services Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 2 contracts

Samples: Agreement and Plan of Acquisition (Utek Corp), Manakoa Services Corp

Stock Transfer Restrictions. UTEK acknowledges that the MTKN Shares BITZMART Stock will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN Shares BITZMART Stock in any transaction in contravention of the following legend, which will be imprinted in substantially the following follow form on the stock certificate representing MTKN SharesBITZMART Stock: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, REQUIREMENT UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 2 contracts

Samples: Agreement and Plan of Acquisition (Stealth Medialabs Inc), Agreement and Plan of Acquisition (Utek Corp)

Stock Transfer Restrictions. UTEK acknowledges that the MTKN SENSE Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN SENSE Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following follow form on the stock certificate representing MTKN SENSE Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT'), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL SATISFACTORY TO SENSE STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 1 contract

Samples: Agreement and Plan of Acquisition (Sense Holdings Inc)

Stock Transfer Restrictions. UTEK acknowledges that the MTKN Shares QGI Stock will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN Shares QGI Stock in any transaction in contravention of the following legend, which will be imprinted in substantially the following follow form on the stock certificate representing MTKN SharesQGI Stock: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT'), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, REQUIREMENT UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Quantum Group Inc /Nv/)

Stock Transfer Restrictions. UTEK acknowledges that the MTKN CTGI Common Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN CTGI Common Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following form on the stock certificate representing MTKN CTGI Common Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 1 contract

Samples: Agreement and Plan of Acquisition (CSMG Technologies, Inc.)

Stock Transfer Restrictions. UTEK acknowledges that the MTKN AOGS Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN AOGS Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following form on the stock certificate representing MTKN AOGS Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE CERT1FICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 1 contract

Samples: Agreement and Plan of Acquisition (Avalon Oil & Gas, Inc.)

Stock Transfer Restrictions. UTEK acknowledges that the MTKN LDHI Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN LDHI Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following form on the stock certificate representing MTKN LDHI Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 1 contract

Samples: Agreement and Plan (Liberty Diversified Holdings Inc)

Stock Transfer Restrictions. UTEK acknowledges that the MTKN ZKID Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN ZKID Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following follow form on the stock certificate representing MTKN ZKID Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 1 contract

Samples: Agreement and Plan of Acquisition (Utek Corp)

Stock Transfer Restrictions. UTEK acknowledges that the MTKN AOGS Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN AOGS Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following form on the stock certificate representing MTKN AOGS Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 1 contract

Samples: Agreement and Plan of Acquisition (Avalon Oil & Gas, Inc.)

Stock Transfer Restrictions. UTEK acknowledges that the MTKN CLIENT Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN CLIENT Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following form on the stock certificate representing MTKN CLIENT Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 1 contract

Samples: Agreement and Plan (Utek Corp)

Stock Transfer Restrictions. UTEK acknowledges that the MTKN CYBL Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN CYBL Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following form on the stock certificate representing MTKN CYBL Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 1 contract

Samples: Agreement and Plan of Acquisition (Utek Corp)

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Stock Transfer Restrictions. UTEK acknowledges that the MTKN CYDY Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN CYDY Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following form on the stock certificate representing MTKN CYDY Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 1 contract

Samples: Agreement and Plan of Acquisition (Utek Corp)

Stock Transfer Restrictions. UTEK acknowledges that the MTKN IMAGE Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN IMAGE Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following follow form on the stock certificate representing MTKN IMAGE Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT'), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 1 contract

Samples: Agreement and Plan of Acquisition (Utek Corp)

Stock Transfer Restrictions. UTEK acknowledges that the MTKN Preferred Shares and the shares of MTNA common stock into which the Preferred Shares are convertible will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN Shares shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following form on the stock certificate representing MTKN the Preferred Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 1 contract

Samples: Agreement and Plan of Acquisition (Material Technologies Inc /Ca/)

Stock Transfer Restrictions. UTEK acknowledges that the MTKN CRGQ Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN CRGQ Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following follow form on the stock certificate representing MTKN CRGQ Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT'), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 1 contract

Samples: Agreement and Plan of Acquisition (Circle Group Internet Inc)

Stock Transfer Restrictions. UTEK acknowledges that the MTKN Shares GTC Stock will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN Shares GTC Stock in any transaction in contravention of the following legend, which will be imprinted in substantially the following follow form on the stock certificate representing MTKN SharesGTC Stock: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED REQUIREMENT OR AN OPINION OF COUNSEL TO GRAPHCO TECHNOLOGIES, INC. IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Utek Corp)

Stock Transfer Restrictions. UTEK acknowledges that the MTKN NBS Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN NBS Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following form on the stock certificate representing MTKN NBS Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION PROVISIONS OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 1 contract

Samples: Agreement and Plan of Acquisition (NeoStem, Inc.)

Stock Transfer Restrictions. UTEK acknowledges that the MTKN AOGS Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN AOGS Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following form on the stock certificate representing MTKN AOGS Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO PURSUANTTO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 1 contract

Samples: Agreement and Plan of Acquisition (Avalon Oil & Gas, Inc.)

Stock Transfer Restrictions. UTEK acknowledges that the MTKN CRGQ Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN CRGQ Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following follow form on the stock certificate representing MTKN CRGQ Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 1 contract

Samples: Agreement and Plan of Acquisition (Utek Corp)

Stock Transfer Restrictions. UTEK acknowledges that the MTKN EMDF Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN EMDF Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following follow form on the stock certificate representing MTKN EMDF Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 1 contract

Samples: Agreement and Plan of Acquisition (Utek Corp)

Stock Transfer Restrictions. UTEK acknowledges that the MTKN EMDF Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN EMDF Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following follow form on the stock certificate representing MTKN EMDF Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE β€œACT’), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 1 contract

Samples: Agreement and Plan of Acquisition (E Med Future Inc)

Stock Transfer Restrictions. UTEK acknowledges that the MTKN Inseq Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN Inseq Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following form on the stock certificate representing MTKN Inseq Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

Appears in 1 contract

Samples: Agreement and Plan of Acquisition (Inseq Corp)

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