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SEC Filings

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

Any shareholder, proposing to transfer all or any of its Shares and/or other securities (if any), (the "Offered Shares"), pursuant to the terms of a bona fide offer received from any person or entity, except to an Affiliate (the "Offeror) shall first request the Company, by written notice (which shall contain all the information necessary to enable the Company to do so), to offer the Offered Shares, on the terms of the proposed transfer, to all the Eligible Shareholders. The Company shall comply with such request by sending the Eligible Shareholders a written notice (the "Offer" and the "Offer Notice"), stating therein the identity of the Offeror and of the proposed transferee(s) and the proposed terms of sale of the Offered Shares. Any Eligible Shareholder may accept such Offer in respect of all or any of the Offered Shares by giving the Company notice to that effect within ten (10) days after being served with the Offer Notice (the "Notice Period").
If the acceptances, in the aggregate, are in respect of all of, or more than, the Offered Shares, then the accepting Eligible Shareholders shall acquire the Offered Shares, on the terms aforementioned, in proportion to their respective holdings, provided, that no Eligible Shareholder shall be entitled to acquire under the provisions of this Article 20 more than the number of Offered Shares initially accepted by such Eligible Shareholders, and upon the allocation to it of the full number of shares so accepted, it shall be disregarded in any subsequent computations and allocations hereunder and provided further that each Eligible Shareholder shall be entitled to purchase the pro rata portion of any other Eligible Shareholder that does not exercise its rights pursuant to this Article 20. Any Offered Shares remaining after the computation of such respective entitlements shall be re-allocated among the accepting Eligible Shareholders (other than those to be disregarded as aforesaid), in the same manner, until one hundred percent (100%) of the Offered Shares have been allocated as aforesaid.
If the acceptances, in the aggregate, are in respect of less than the number of Offered Shares, then the Offeror, at the expiration of the Notice Period, shall be entitled to Transfer all (and not part) of the remaining Offered Shares to the proposed transferee(s) identified in the Offer Notice, provided, however, that in no event shall the Offeror Transfer any of the Offered Shares to any transferee other than such accepting Eligible Shareholders or such proposed transferee(s) or transfer the same on terms more favorable to the buyer(s) than those stated in the Offer Notice, and, provided, further, that if the remaining amount of Offered Shares are not transferred within ninety (90) days after the expiration of the Notice Period, then any transfer of the Offered Shares shall again be subject to the provisions of this Article 20.
For the purposes of any Offer under this Article 20, the respective holdings of any number of accepting Eligible Shareholders shall mean the respective proportions of the aggregate number of Ordinary Shares held by such accepting Eligible Shareholders as determined prior to such Offer Notice.
The restrictions set forth in this Article 20 shall not apply in connection with the sale of all or substantially all of the Company’s issued and outstanding share capital and will terminate upon the closing of an IPO.
[ * ] = 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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