Common use of Stock Transfer Restrictions Clause in Contracts

Stock Transfer Restrictions. UTEK acknowledges that the GTHI Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow form on the stock certificate representing 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: Acquisition Agreement (Utek Corp), Acquisition Agreement (Glotech Industries Inc), Acquisition Agreement (Glotech Industries Inc)

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Stock Transfer Restrictions. UTEK acknowledges that the GTHI MTKN Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI MTKN Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow following form on the stock certificate representing GTHI 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: Acquisition Agreement (Utek Corp), Acquisition Agreement (Utek Corp), Acquisition Agreement (Machinetalker Inc)

Stock Transfer Restrictions. UTEK acknowledges that the GTHI AOGS Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI AOGS Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow following form on the stock certificate representing GTHI 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: Acquisition Agreement (Utek Corp), Acquisition Agreement (Utek Corp), Acquisition Agreement (Utek Corp)

Stock Transfer Restrictions. UTEK acknowledges that the GTHI HESG Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI HESG Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow following form on the stock certificate representing GTHI 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: Acquisition Agreement (Health Sciences Group Inc), Acquisition Agreement (Health Sciences Group Inc), Acquisition Agreement (Health Sciences Group Inc)

Stock Transfer Restrictions. UTEK acknowledges that the GTHI MTNA Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI MTNA Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow following form on the stock certificate representing GTHI 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: Acquisition Agreement (Material Technologies Inc /Ca/), Acquisition Agreement (Material Technologies Inc /Ca/), Acquisition Agreement (Material Technologies Inc /Ca/)

Stock Transfer Restrictions. UTEK acknowledges that the GTHI Shares PRIME Stock will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI Shares PRIME Stock in any transaction in contravention of the following legend, which will be imprinted in substantially the follow form on the stock certificate representing GTHI 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: Acquisition Agreement (Utek Corp), Acquisition Agreement (Utek Corp)

Stock Transfer Restrictions. UTEK acknowledges that the GTHI XXX Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI XXX Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow following form on the stock certificate representing GTHI 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: Acquisition Agreement (World Energy Solutions, Inc.), Acquisition Agreement (Utek Corp)

Stock Transfer Restrictions. UTEK acknowledges that the GTHI RSMI Common Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI RSMI Common Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow following form on the stock certificate representing GTHI 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: Acquisition Agreement (Rim Semiconductor CO), Agreement and Plan of Acquisition (Rim Semiconductor CO)

Stock Transfer Restrictions. UTEK acknowledges that the GTHI Manakoa Services Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI Manakoa Services Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow following form on the stock certificate representing GTHI 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: Acquisition Agreement (Utek Corp), Acquisition Agreement (Manakoa Services Corp)

Stock Transfer Restrictions. UTEK acknowledges that the GTHI Shares BITZMART Stock will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI Shares BITZMART Stock in any transaction in contravention of the following legend, which will be imprinted in substantially the follow form on the stock certificate representing GTHI 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: Acquisition Agreement (Stealth Medialabs Inc), Acquisition Agreement (Utek Corp)

Stock Transfer Restrictions. UTEK acknowledges that the GTHI SENSE Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI SENSE Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow form on the stock certificate representing GTHI 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: Acquisition Agreement (Sense Holdings Inc)

Stock Transfer Restrictions. UTEK acknowledges that the GTHI 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 GTHI Shares shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow following form on the stock certificate representing GTHI 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: Acquisition Agreement (Material Technologies Inc /Ca/)

Stock Transfer Restrictions. UTEK acknowledges that the GTHI EMDF Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI EMDF Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow form on the stock certificate representing GTHI 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: Acquisition Agreement (E Med Future Inc)

Stock Transfer Restrictions. UTEK acknowledges that the GTHI LDHI Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI LDHI Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow following form on the stock certificate representing GTHI 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: Acquisition Agreement (Liberty Diversified Holdings Inc)

Stock Transfer Restrictions. UTEK acknowledges that the GTHI AOGS Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI AOGS Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow following form on the stock certificate representing GTHI 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: Acquisition Agreement (Avalon Oil & Gas, Inc.)

Stock Transfer Restrictions. UTEK acknowledges that the GTHI AOGS Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI AOGS Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow following form on the stock certificate representing GTHI 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: Acquisition Agreement (Avalon Oil & Gas, Inc.)

Stock Transfer Restrictions. UTEK acknowledges that the GTHI NBS Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI NBS Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow following form on the stock certificate representing GTHI 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: Acquisition Agreement (NeoStem, Inc.)

Stock Transfer Restrictions. UTEK acknowledges that the GTHI CRGQ Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI CRGQ Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow form on the stock certificate representing GTHI 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: Acquisition Agreement (Circle Group Internet Inc)

Stock Transfer Restrictions. UTEK acknowledges that the GTHI EMDF Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI EMDF Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow form on the stock certificate representing GTHI 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: Acquisition Agreement (Utek Corp)

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Stock Transfer Restrictions. UTEK acknowledges that the GTHI Shares GTC Stock will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI Shares GTC Stock in any transaction in contravention of the following legend, which will be imprinted in substantially the follow form on the stock certificate representing GTHI 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: Merger Agreement (Utek Corp)

Stock Transfer Restrictions. UTEK acknowledges that the GTHI AOGS Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI AOGS Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow following form on the stock certificate representing GTHI 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 GTHI CTGI Common Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI CTGI Common Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow following form on the stock certificate representing GTHI 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: Acquisition Agreement (CSMG Technologies, Inc.)

Stock Transfer Restrictions. UTEK acknowledges that the GTHI CLIENT Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI CLIENT Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow following form on the stock certificate representing GTHI 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 of Acquisition (Utek Corp)

Stock Transfer Restrictions. UTEK acknowledges that the GTHI ZKID Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI ZKID Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow form on the stock certificate representing GTHI 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: Acquisition Agreement (Utek Corp)

Stock Transfer Restrictions. UTEK acknowledges that the GTHI CRGQ Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI CRGQ Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow form on the stock certificate representing GTHI 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: Acquisition Agreement (Utek Corp)

Stock Transfer Restrictions. UTEK acknowledges that the GTHI CYDY Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI CYDY Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow following form on the stock certificate representing GTHI 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: Acquisition Agreement (Utek Corp)

Stock Transfer Restrictions. UTEK acknowledges that the GTHI IMAGE Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI IMAGE Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow form on the stock certificate representing GTHI 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: Acquisition Agreement (Utek Corp)

Stock Transfer Restrictions. UTEK acknowledges that the GTHI CYBL Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI CYBL Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow following form on the stock certificate representing GTHI 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: Acquisition Agreement (Utek Corp)

Stock Transfer Restrictions. UTEK acknowledges that the GTHI Inseq Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI Inseq Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the follow following form on the stock certificate representing GTHI 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: Acquisition Agreement (Inseq Corp)

Stock Transfer Restrictions. UTEK acknowledges that the GTHI Shares QGI Stock will not be registered and UTEK will not be permitted to sell or otherwise transfer the GTHI Shares QGI Stock in any transaction in contravention of the following legend, which will be imprinted in substantially the follow form on the stock certificate representing GTHI 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/)

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