|BIOTIME INC filed this Form 424B3 on 02/04/2019|
BioTime Articles and the BioTime Bylaws grant the BioTime Board the power to authorize, without shareholder approval, the
designation and issuance of one or more series of preferred shares, without shareholder approval. The BioTime Board is authorized
to fix the number of shares of any series of preferred shares and to determine or alter the rights, preferences, privileges,
and restrictions granted to or imposed upon the preferred shares as a class, or upon any wholly unissued series of preferred
shares. The BioTime Board may, by resolution, increase or decrease (but not below the number of shares of such series then
outstanding) the number of shares of any series of preferred shares subsequent to the issue of shares of that series.
Charter authorizes the Asterias Board, without any further stockholder action or approval, to establish from time to time
one or more series of preferred stock, the number of shares to be included in any series of preferred stock and to fix designations,
powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any wholly unissued series
of Asterias Preferred Stock, including without limitation authority to fix the dividend rights, dividend rate, conversion
rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and
liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof,
or any of the foregoing.|
and Qualification of Directors|
the BioTime Bylaws, the number of directors shall be not more than 13 and not less than
seven, and the exact number of directors shall be fixed, within the limits specified,
by approval of the BioTime Board or the shareholders. No reduction of the authorized
number of directors shall have the effect of removing any director before that director’s
term of office expires.
of the BioTime Bylaws relating to the number and qualification of directors may be changed only by a duly adopted amendment
adopted by the vote or written consent of holders of a majority of outstanding shares entitled to vote, in accordance
with the CCC.
BioTime Board currently consists of eight members.
to the BioTime Bylaws, the business and affairs of BioTime shall be managed and all corporate powers shall be exercised
by or under the direction of the BioTime Board, subject to the provisions of the CCC and any limitations in the BioTime
Articles or the BioTime Bylaws relating to action required to be approved by the shareholders or by the outstanding shares.
DGCL provides that a corporation’s board of directors must consist of one or more
individuals, with the number fixed by, or in the manner provided in, the Bylaws, unless
the certificate of incorporation fixes the number of directors, in which case a change
in the number of directors may be made only by amendment of the certificate. The DGCL
further provides that directors need not be stockholders of the corporation unless the
corporation’s certificate of incorporation or Bylaws so provide. The certificate
of incorporation and Bylaws may also prescribe other qualifications for directors.
Asterias Board currently consists of nine members.
Bylaws provide that the business and affairs of Asterias shall be managed under the direction of the Asterias Board. The
Bylaws also specify that the Asterias Board shall consist of not less than three members, and the number of directors
shall be fixed and may be changed, from time to time, by resolution of the Asterias Board.
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