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SEC Filings

BIOTIME INC filed this Form 10-Q on 08/09/2017
Entire Document

Subject to the provisions of Article 14 below, the shares of the Company shall be under the control of the Board who may issue or allot them or give any person the option to acquire them or otherwise dispose of them for cash or other consideration to such persons, on such terms and conditions, and either at a premium or at par, or, subject to the provisions of the Companies Law, at a discount and at such times as the Board may deem fit, and with full authority to serve on any person a call on any shares either at par or at a premium, or, subject as aforesaid, at a discount, during such time and for such consideration as the Board may deem fit.
Save as herein otherwise provided, the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof, and, accordingly, shall not, except as ordered by a court of competent jurisdiction, or as by statute required, be bound to recognize any equitable or other claim to or interest in such share on the part of any other person and the Company shall not be bound by or required to recognize any equitable, contingent, future or partial interest in any shares or any right whatsoever in respect of any shares other than an absolute right to the entirety thereof in the registered holder.
The Company may, subject to the provisions of the Companies Law, issue redeemable shares and redeem them.
The right to participate in the allocation of shares will be as follows:

Until an IPO, each Eligible Shareholder shall have the pre-emptive right to purchase, its pro-rata portion, or any part thereof, of any New Securities that the Company may, from time to time, propose to sell and issue.
The Eligible Shareholder's pro-rata portion shall be the ratio of the number of shares of the Company then held by such Eligible Shareholder as of the date of the Rights Notice (as defined below), to the aggregate number of shares (on an as-converted basis) held by all Shareholders as of such date.
Each Eligible Shareholder shall be also entitled to purchase any New Securities that are not purchased by the other Eligible Shareholders, by indicating such intent in his response notice to the Company as set forth below, provided, however, that if such over-subscriptions exceed the total number of New Securities available for sale and issue by the Company in such instance, then the over-subscriptions shall be cut back in accordance with each Eligible Shareholder's pro-rata portion calculated based on ratio of the number of shares of the Company held by such Eligible Shareholder as of the date of the Rights Notice, to the aggregate number of shares held by all other Eligible Shareholders entitled to and who have indicated their intent to participate in the over-allotment as aforesaid, as of such date.
[ * ] = 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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