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SEC Filings

ASTERIAS BIOTHERAPEUTICS, INC. filed this Form DEFM14A on 02/04/2019
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BioTime, Inc.   Asterias Biotherapeutics, Inc.
For a special meeting of shareholders at which directors are to be elected, nominations of persons for election to the BioTime Board shall be made only (A) by or at the direction of the BioTime Board or by a committee of directors appointed by the BioTime Board of the corporation and authorized to nominate persons for election as directors, or (B) by any shareholder who (1) is a shareholder of record at the time of the giving of the relevant notice on the record date for the determination of shareholders entitled to vote at the special meeting and (2) delivers a timely written notice of the nomination to the secretary. To be timely, such notice must be received by the Secretary at the principal executive offices of the corporation not later than the close of business on the later of the 90th day prior to such special meeting or the tenth (10th) day following the day on which a public announcement is first made of the date of the special meeting and of the nominees proposed by the BioTime Board to be elected at such meeting. In no event shall any adjournment, rescheduling or postponement of a special meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice. A person shall not be eligible for election or re-election as a director at a special meeting unless nominated in accordance with the provisions set forth in the BioTime Bylaws The chairperson of the special meeting shall, if the facts warrant, determine and declare at the meeting that a nomination or business was not made in accordance with the procedures prescribed by the BioTime Bylaws, and if the chairperson should so determine, he or she shall so declare at the meeting, and the defective nomination or business shall be disregarded.   If the notice relates to business (other than the nomination of persons for election as directors) that the stockholder proposes to bring before the meeting, to be in proper form, a stockholder’s notice to the secretary of Asterias must be in writing and must set forth: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the text of the proposal or business, including the text of any resolutions proposed for consideration, (iii) the name and address, as they appear on the corporation’s books, of the proposing stockholder, (iv) the class, series, and number of shares of the corporation’s capital stock that are “beneficially owned” within the meaning of Rule 13d-3 under the Exchange Act by such proposing stockholder, (v) any material interest of the proposing stockholder in such business or proposal, (vi) a reasonably detailed description of all agreements, arrangements and understandings between the proposing stockholder and any other stockholder of the corporation or any other person or entity, including the name and address of each other stockholder or other person or entity, in connection with the proposal of such business by such stockholder, and (vii) any other information relating to such proposing stockholder that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such proposing stockholder in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act.



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