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SEC Filings

424B3
BIOTIME INC filed this Form 424B3 on 02/04/2019
Entire Document
 
 

 

changes in Asterias’ stock price or the trading volume of Asterias’ stock, or any failure by Asterias to meet any public estimates or expectations of Asterias’ revenue, earnings or other financial performance or results of operations for any period, but not, in each case, the underlying cause of such changes or failures;
   
any change, effect, development, circumstance, condition, state of facts, event or occurrence directly resulting from the announcement of the Merger Agreement or the pendency of the transactions contemplated therein, including any loss of employees; and
   
the taking of any action explicitly contemplated by the Merger Agreement except any actions taken in the ordinary course of business in compliance with certain covenants contained in the Merger Agreement;

 

or (ii) prevent, materially delay or materially impede the performance by Asterias of its obligations under the Merger Agreement or any of the transactions contemplated therein (included the consummation of the Merger).

 

The Merger Agreement provides that a “material adverse effect” means, with respect to BioTime, any change, effect, development, circumstance, condition, state of facts, event or occurrence that, individually or taken together in the aggregate, is, or would reasonably be expected to (i) be, materially adverse to the business, assets, properties, condition (financial or otherwise) or results of operations of BioTime and the subsidiaries of BioTime, taken as a whole; provided that none of the following will be deemed, either alone or in combination, to be or constitute an material adverse effect or be taken into account when determining whether an material adverse effect has occurred or may, would or could occur:

 

conditions in the industry in which BioTime and the subsidiaries of BioTime operate;
   
general economic conditions within the United States or any other country;
   
conditions in the securities markets, credit markets, currency markets or other financial markets in the United States or any other country;
   
political conditions in the United States or any other country or acts of war, sabotage or terrorism in the United States or any other country;
   
earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other force majeure events in the United States or any other country;
   
changes in applicable law or other legal or regulatory conditions or changes in U.S. GAAP or other accounting standards;
   
changes in BioTime’s stock price or the trading volume of BioTime’s stock, or any failure by BioTime to meet any public estimates or expectations of BioTime’s revenue, earnings or other financial performance or results of operations for any period, but not, in each case, the underlying cause of such changes or failures;
   
any change, effect, development, circumstance, condition, state of facts, event or occurrence directly resulting from the announcement of the Merger Agreement or the pendency of the transactions contemplated by the Merger Agreement, including any loss of employees; and
   
the taking of any action explicitly contemplated hereby, except any actions taken in the ordinary course of business in compliance with certain covenants contained in the Merger Agreement;

 

or (ii) prevent, materially delay or materially impede the performance by BioTime of its obligations under the Merger Agreement or any of the transactions contemplated therein (included the consummation of the Merger).

 

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