Bio-Tracking definition
Examples of Bio-Tracking in a sentence
The Shareholders have or will have prior to the Closing furnished to Bio-Tracking certain financial statements of NORD as set forth in Section 5.11 hereof (the “Financial Statements”).
No broker or finder has acted, directly or indirectly, for Bio-Tracking, nor has Bio-Tracking incurred any obligation to pay any brokerage, finder’s fee or other commission in connection with the transactions contemplated by this Agreement, except for an obligation of Bio-Tracking to pay up to $25,000 to ▇▇▇▇▇▇▇▇▇▇▇ Capital for legal fees incurred in the preparation of this agreement.
The representations and warranties of Bio-Tracking contained in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except that any of such representations and warranties that are give as of a particular date and relate solely to a particular date or period shall be true as of such date or period.
The Shareholders and NORD shall cause Bio-Tracking to continue to use Bio-Tracking’s current transfer agent, Interwest Transfer, for a period of two (2) years that commences on the Closing Date unless otherwise determined by the Bio-Tracking board post closing.
Bio-Tracking is not in violation of any applicable order, judgment, injunction, award or decree nor is it in violation of any Federal, state, local or foreign law, ordinance or regulation or any other requirement of any governmental or regulatory body, court or arbitrator, other than those violations which, in the aggregate, would not have a material adverse effect on Bio-Tracking and Bio-Tracking has not received written notice that any violation is being alleged.
Bio-Tracking has heretofore delivered to NORD true, correct and complete copies of the Certificate or Articles of Incorporation (certified by the Secretary of State) and By-laws or comparable instruments (certified by the corporate secretary thereof) of Bio-Tracking.
Prior to the Closing Date, Bio-Tracking shall cause the Articles of Incorporation and By-laws of Bio-Tracking to be amended (a) to set the number of directors at five (5), (b) cause a “reverse split” of its issued and outstanding shares, prior to the issuance of the Bio-Tracking Shares at a ratio of 10:1 while maintaining the number of authorized shares of common stock at 25 million; and, (c) to change the name of Bio-Tracking to “Major League Sports Corporation.”.
Neither Bio-Tracking nor its assets are the subject of any proceeding involving either a voluntary or an involuntary bankruptcy, insolvency or receivership.
However, Bio-Tracking makes no representations or warranties regarding the qualification of the Share Exchange as “tax free”.
As a result of the transaction 6,000,000 shares of Bio-Tracking will be issued by Bio-Tracking to pay a finders fee to ▇▇▇▇▇▇▇▇▇▇▇ Capital and or nominees as well as 1,200,000 “success” warrants to be issued to ▇▇▇▇▇▇▇▇▇▇▇ Capital and or nominee according to success factors as per the agreement between ▇▇▇▇▇▇▇▇▇▇▇ Capital and Bio-Tracking, whereby such agreement shall be entered into prior to the closing of the transaction and shall be subject to board approval.