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SEC Filings

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

 

certain representations and warranties of BioTime (relating to organization and power, a‎‎uthority, brokers and expenses and opinion of financial advisor) being 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 being 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 BioTime;
   
BioTime and Merger Sub have complied with or performed, in all material respects, all covenants, obligations and agreements of BioTime and Merger Sub under the Merger Agreement to be complied with or performed by them on or prior to the effective time of the Merger;
   
no material adverse effect with respect to BioTime has occurred since the date of the Merger Agreement; and
   
BioTime has furnished Asterias with a certificate signed on its behalf by the chief executive officer or chief financial officer of BioTime to the effect that the conditions set forth above are satisfied.

 

Termination of the Merger Agreement

 

The Merger Agreement may be terminated and the Merger and the other transactions contemplated by the Merger Agreement may be abandoned as follows:

 

by mutual written consent of BioTime and Asterias;
   
by either BioTime or Asterias:

 

if an applicable governmental authority of competent jurisdiction has issued an adverse law injunction, judgment, decree or other order restraining, permanently enjoining or otherwise permanently prohibiting the Merger;
   
if, prior to the effective time of the Merger, the other party breaches a representation, warranty, covenant or agreement contained in the Merger Agreement such that the closing conditions cannot be satisfied and such breach is not curable by May 31,2019 (the “Outside Date”) or, if curable by the Outside Date, has not been cured within the earlier of thirty calendar days after the receipt of notice thereof by the defaulting party from the non-defaulting party or three business days before the Outside Date;
   
if the Merger has not been successfully completed by the Outside Date;
   
if Asterias fails to obtain the Asterias stockholder approval; or
   
if BioTime fails to obtain the BioTime shareholder approval;

 

by BioTime:

 

if the Asterias Board (i) effects an Asterias Adverse Change Recommendation, (ii) fails to include the Asterias Board Recommendation in this joint proxy statement/prospectus, (iii) following a public tender offer or exchange offer, fails to recommend against acceptance of such offer within 10 business days, (iv) fails to publicly reaffirm the Asterias Board Recommendation within 10 business days following written request by BioTime following any public statement by an Asterias stockholder or member of the Asterias Board expressing opposition to the Merger;

 

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