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SEC Filings

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

 

BioTime, Inc.   Asterias Biotherapeutics, Inc.
     
Advance Notice Requirements for Stockholder Nominations and Other Provisions
 

 The BioTime Bylaws provide that at any annual meeting of the shareholders, only such business shall be conducted as shall have been brought before the meeting by or at the direction of the BioTime Board or any shareholder who is entitled to vote with respect thereto and who complies with the notice procedures for shareholder proposals set forth in the BioTime Bylaws.

 

For business to be properly brought before an annual meeting by a shareholder, such shareholder must have given timely notice thereof in proper written form to BioTime’s Secretary and any such proposed business must constitute a proper matter for shareholder action under the CCC. To be timely, a shareholder’s notice must be delivered or mailed to and received at the principal executive offices of the corporation not less ninety (90) days prior to the one-year anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, or if no annual meeting was held in the preceding year, notice must be so delivered, or mailed and received, not later than the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public disclosure of the date of such annual meeting was first made. To be in proper written form, a shareholder’s notice to the secretary of BioTime shall set forth the information required by the BioTime Bylaws. A shareholder shall update and supplement their notice of intent to bring business before the meeting (a) no later than ten (10) days after the record date for the meeting so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting, and (b) not later than the date that is ten (10) business days prior to the meeting or any adjournment or postponement of the meeting if such information is no longer true and correct as of such date, provided, that no such update shall include any new or additional matters or proposals, or any amendment or revisions to any proposals, to be brought before the annual meeting. Each such update and supplement must be delivered to, or mailed and received by, the secretary of the corporation at the principal executive offices of the corporation not later than the date specified in the Bylaws. No business shall be brought before or conducted at an annual meeting except in accordance with the BioTime Bylaws. The officer of the corporation or other person presiding at the annual meeting of shareholders shall, if the facts so warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of the Bylaws, if he should so determine, he shall so declare to the meeting and any such business so determined to be not properly brought before the meeting shall not be transacted.

 

Asterias’ Bylaws provide that, at any meeting of its stockholders, only such business shall be conducted as shall have been properly brought before such meeting. Nominations of persons for election to the Asterias Board and the proposal of business to be considered by Asterias stockholders may be made at an annual meeting of stockholders only (i) pursuant to Asterias’ proxy materials with respect to such meeting, (ii) by or at the direction of the Asterias Board or (iii) by any stockholder of Asterias who (a) was a stockholder of record of Asterias at the time he delivers notice to Asterias with respect to the proposal in accordance with Asterias’ Bylaws; (b) will be entitled to vote at such meeting and (c) complies with the notice provisions (timing and informational) set forth in Asterias’ Bylaws. Nominations of persons for election to the Asterias Board may be made at a special meeting at which directors are to be elected (i) by or at the direction of the Asterias Board or (ii) by any stockholder of Asterias who (a) is a stockholder of record at the time of giving of the notice required; (b) is a stockholder entitled to vote at the special meeting; and (c) delivers a proper and timely written notice of the nomination to the secretary of Asterias.

 

To be timely with respect to business to be conducted at an annual meeting, a stockholder’s notice must be delivered to the secretary of Asterias at its principal executive offices not later than the close of business on the 120th day before the one-year anniversary of the date on which Asterias first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the 90th day prior to such annual meeting or, if later, the 10th day following the day on which public announcement of the date of such meeting is first made by Asterias.

 

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