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SEC Filings

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

 

the registration statement on Form S-4 must become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of such registration statement shall be issued by the SEC and remain in effect and no proceeding to that effect shall be commenced or threatened in writing by the SEC;
   
no applicable adverse law injunction, judgment, decree or other order shall have occurred;
   
any approval of an applicable governmental authority required under any applicable antitrust law (if applicable) must be obtained and any mandatory waiting period related thereto shall have expired; and
   
the BioTime Common Shares to be issued in the Merger must be approved for listing on NYSE American, subject to official notice of issuance.

 

In addition, the obligations of BioTime and Merger Sub to effect the Merger are subject to the satisfaction or waiver of the following conditions:

 

certain representations and warranties of Asterias (relating to capitalization and vote required) must be true and correct as of the date of the Merger Agreement and the Closing Date, except, in the case of the Capitalization representation, for de minimis inaccuracies where the failure to be true and correct would not reasonably be expected to result in additional cost, expense or liability to the parties and their affiliates, individually or in the aggregate that is more than $300,000;
   
certain representations and warranties of Asterias (relating to organization and power, a‎‎uthority, brokers and expenses and opinion of financial advisor) must be true and correct in all material respects as of the date of the Merger Agreement and the Closing Date;
   
all other representations not referred to in the preceding clauses must be true and correct as of the date of the Merger Agreement and the Closing Date, except for any failure to be so true and correct that has not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Asterias;
   
Asterias must comply with or perform, in all material respects, all covenants, obligations and agreements of Asterias under the Merger Agreement to be complied with or performed by it prior to the effective time of the Merger;
   
no material adverse effect with respect to Asterias shall have occurred since the date of the Merger Agreement;
   
Asterias shall have furnished BioTime with a certificate signed on its behalf by the chief executive officer or chief financial officer of Asterias to the effect that the conditions set forth above are satisfied; and
   
BioTime shall have received confirmation that all persons who received non-public information relating to Asterias in connection with the go-shop provisions of the Merger Agreement have either returned or destroyed all such non-public information.

 

In addition, the obligations of Asterias to effect the Merger are subject to the satisfaction or waiver of the following conditions:

 

certain representations and warranties of BioTime (relating to capitalization and vote required) being true and correct as of the date of the Merger Agreement and the Closing Date, except, in the case of the Capitalization representation, for de minimis inaccuracies where the failure to be true and correct would not reasonably be expected to result in additional cost, expense or liability to the parties and their affiliates, individually or in the aggregate that is more than $1.5 million;

 

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