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SEC Filings

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

2.2.4.2.
HBL shall have delivered to BioTime (i) a Trustee Tax Certificate, or (ii) HBL Tax Certificate (as defined below) exempting BioTime from the duty to withhold any tax on the Closing date, or (iii) an amount in cash equal to the amount required to be withheld by BioTime pursuant to Section 9.6 below.

2.2.4.3.
The execution and delivery by HBL and BioTime of a share transfer deed, substantially in the form attached hereto as Schedule A.

2.2.4.4.
HBL shall provide Cell Cure with letters of resignation of both of the directors appointed to the Board of Directors of Cell Cure by HBL, substantially in the form attached hereto as Schedule B.

2.2.4.5.
The execution and delivery by HBL and BioTime of the Debt Purchase Agreement, substantially in the form attached hereto as Schedule C, and consummation of the Closing thereunder (as such term is defined therein).

2.2.4.6.
The Board of Directors of Cell Cure shall have approved the Transaction (the “Board Consent”) and Cell Cure shall have delivered to HBL and BioTime a true and correct copy of such Board Consent.

2.2.4.7.
All Qualified Shareholders of Cell Cure (as such term is defined in Cell Cure's Third Amended and Restated Articles of Association, as amended on March 12, 2012, February 3, 2014 and on December 20, 2016   (the "Cell Cure's Articles") shall have submitted a duly executed waiver of rights issued to them in accordance with  Cell Cure's Articles.

2.2.4.8.
The Registration Statement (as defined below) for the Traded Stock filed in accordance with Section 8.1, being declared effective by Securities and Exchange Commission (the "SEC").

3.
Representations and Warranties of BioTime. BioTime hereby makes the following representations and warranties to HBL:

3.1.
BioTime has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder.  This Agreement, and any ancillary document hereto, when executed and delivered by BioTime, shall be duly and validly authorized, executed and delivered by BioTime and constitute the valid and legally binding obligations of BioTime, legally enforceable against it in accordance with its terms, subject, however, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditor’s rights and to general equitable principles.

3.2.
As the majority shareholder of Cell Cure, it is familiar with the condition and operations of Cell Cure and in addition, has had the opportunity to ask questions of and receive answers from and/or obtain additional information from, the management of Cell Cure concerning the financial and other affairs of Cell Cure.

[ * ] = 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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