Print Page     Close Window     

SEC Filings

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

4.
Representations and Warranties of HBL. HBL hereby makes the following representations and warranties to BioTime:

4.1.
HBL owns the Cell Cure Shares free and clear of all any and all liens, claims, encumbrances, preemptive rights, right of first refusal and adverse interests of any kind, except as set forth in the Cell Cure's Articles and Cell Cure's shareholder agreement.

4.2.
HBL 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 HBL, shall be duly and validly authorized, executed and delivered by HBL and constitute the valid and legally binding obligations of HBL, 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.

4.3.
HBL has obtained the requisite consents, approvals and/or agreement of any individual or entity as required to be obtained by HBL in connection with the execution and performance by HBL of this Agreement or the execution and performance by HBL of any agreements, instruments or other obligations entered into in connection with this Agreement, including, but not limited to, any authorizations required from the Israeli Securities Authority, if any.

4.4.
Effective as of the Closing date (and subject to the consummation thereof), HBL shall be deemed as having irrevocably waived all of the rights specifically afforded to it under the Amended and Restated Shareholders Agreement by and between Cell Cure's shareholders, dated October 7, 2010, as amended, and the same shall not be applicable, even if HBL again becomes a shareholder of Cell Cure at any time thereafter.

5.
Publication

The parties have agreed this Agreement and the transaction contemplated hereunder are confidential and shall not be disclosed by either party. Accordingly, neither party shall issue any press release, statement or other disclosure regarding this Agreement other than as set forth in Schedule D attached hereto or such other disclosure as shall be agreed upon the parties. The above limitation shall not apply to the extent that such disclosure is required under applicable securities law or regulation (including the Exchange Act) or the Tel-Aviv Stock Exchange rules.

[ * ] = 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.
 
5

© Copyright BioTime, Inc.