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SEC Filings

BIOTIME INC filed this Form 10-Q on 08/09/2017
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For as long as the Debt Warrant (defined below) remains exercisable, and thereafter for as long as HBL holds any shares of Cell Cure, BioTime shall ensure that HBL shall be entitled to appoint, replace and dismiss, on its behalf, one (1) observer (the “HBL Observer”) to Cell Cure’s Board of Directors (the “Board”) who shall be invited to and shall have the right to attend all meetings (including meetings held by any means of communication) of the Board in a non-voting capacity and to receive any and all notices, information, materials and proposed resolutions (including, without limitation, any proposed resolutions for adoption in writing) delivered to the members of the Board concurrently with the delivery thereof to the members of the Board; provided, however, that the HBL Observer may be excluded from any Board meeting or portion thereof and need not be provided such materials if the Board reasonably determines in good faith that such exclusion of the HBL Observer’s attendance at such meeting or access to such information is necessary in order to preserve an attorney-client privilege or to avoid a conflict of interest between Cell Cure and HBL.
BioTime and HBL each ensure that any and all outstanding convertible loans remitted to Cell Cure by them prior to the Closing, including the Cell Cure Debt and all convertible loans remitted to Cell Cure by BioTime, and the promissory notes issued thereunder (collectively, “Cell Cure’s Convertible Loans”), shall be converted into non-convertible loans and the governing documents with respect thereof, including the Loan Documents (collectively, “Cell Cure’s Loan Documents”),shall be amended, such that immediately prior to the Closing, Cell Cure shall have no convertible loans and\or other securities, promissory notes or other securities or commitments which by their terms are exchangeable, exercisable or convertible for or into share capital of Cell Cure (“Convertible Securities”), excluding (a) the warrant issued by Cell Cure to Hadasit Research Services and Development Ltd. dated October 7, 2010; (b) the warrant issued to [ * ] dated August 1, 2016; (c) the loan remitted by [ * ] under the Subscription Offer dated May 8, 2014 and Subscription Offer dated November 10, 2015, in the aggregate principal amount of US[ * ] (the “[ * ] Loans”); and (d) any outstanding options that have been or may be issued under Cell Cure’s option plan and any shares reserved or to be reserved for issuance thereunder.
During the Qualifying Period, BioTime shall ensure that Cell Cure shall not consummate a Financing Transaction other than through the issuance of shares and that neither BioTime nor any other third party will remit convertible loans and\or funds to Cell Cure in consideration of the issuance of Convertible Securities, unless BioTime obtains HBL’s prior written consent to such remittance and issuance.
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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