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SEC Filings

DEFM14A
ASTERIAS BIOTHERAPEUTICS, INC. filed this Form DEFM14A on 02/04/2019
Entire Document
 
 

 

In addition, between the date of the Merger Agreement and the effective time of the Merger, Asterias has agreed not to take any of the following actions without the prior written consent of BioTime (subject in each case to exceptions specified in the Merger Agreement or previously disclosed in writing to BioTime as provided in the Merger Agreement):

 

authorizing or paying any dividends on or make any distribution with respect to its outstanding shares of capital stock;
   
splitting, combining, reducing or reclassifying any of its or its subsidiaries’ capital stock, warrants, outstanding equity awards, or other securities in substitution for shares of its capital stock;
   
subject to certain exceptions, (i) increasing the compensation or benefits payable to Asterias’ employee, officer, director or individual independent contractor, (ii) granting to any of Asterias’ employee, officer, director or individual independent contractor an increase in severance or termination pay, (iii) entering into any employment, severance or retention agreement with any of Asterias’ employee, officer, director or individual independent contractor, (iv) establishing, adopting, entering into, amending or terminating any collective bargaining agreement or Asterias benefit plan, (v) taking any action to accelerate any payment or benefit payable to any of Asterias’ employee, officer, director or individual independent contractor, (vi) terminate the employment of any current employee, officer, director or individual independent contractor other than for cause or non-performance of material duties or due to death or disability or (vii) hire any person for employment with Asterias;
   
commencing, implementing or effecting any material organizational restructuring of Asterias;
   
reassigning the responsibilities of any employee, officer, director or individual independent contractor at the rank or title of Vice President or higher in any material respect, except that Asterias may terminate any employee, officer, director or individual independent contractor for cause or non-performance of material duties or due to death or disability;
   
making any material change in financial accounting methods, except as required by U.S. GAAP or SEC policy;
   
authorizing, announcing an intention to authorize, or acquiring equity interest in, or business of, any corporation, partnership, association or other similar business entity or division thereof or any properties or assets (with certain exceptions);
   
amending its certificate of incorporation and bylaws;
   
issuing, delivering, granting, selling, pledging, disposing of or otherwise encumbering (i) any shares of capital stock, voting securities or other equity interest in Asterias, subject to certain exceptions, or (ii) any securities convertible into or exchangeable for any such shares, voting securities or equity interest, or any rights, warrants or options to acquire any such shares in its capital stock, voting securities or equity interests, in each case, subject to certain limitations and exceptions;
   
repurchasing, redeeming or otherwise acquiring its or its subsidiaries’ capital or any rights, warrants or options to acquire any such shares in its capital, subject to certain exceptions;
   
redeeming, repurchasing, prepaying (other than prepayments of revolving loans), defeasing, incurring, assuming, endorsing, guaranteeing or otherwise become liable for or modify in any material respects the terms of any indebtedness for borrowed money or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities;
   
making any loans, advances or capital contributions, subject to certain exceptions;

 

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