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SEC Filings

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

2.2.4.1.
Issuance by BioTime to HBL of the Traded Stock in accordance with Section 1.3 above. In the event that  HBL delivers to BioTime a Trustee Tax Certificate (as defined below) at or prior to Closing, then upon receipt thereof, BioTime shall deposit, or cause to be deposited, with a trustee appointed by HBL (the “Trustee”), such number of Traded Stock in accordance of Sections 1.2 and 1.3 (the “Closing Payment Fund”). For the purpose of this Agreement, “Trustee Tax Certificate” means a certificate or ruling of exemption of withholding tax or arrangement to pay, or a deferral of payment of any taxes required to be so paid by HBL, issued by relevant tax authority whereby all responsibility for payment of any taxes required to be so paid by HBL shall fall of the Trustee and exempting BioTime from the duty to withhold any tax, in a form and substance acceptable to BioTime.
 
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 [ * ].
 
2.2.4.3.
HBL shall be provided a warrant to purchase such number of Ordinary Shares of Cell Cure, par value NIS 0.01 each, equal to 5% (five percent) of Cell Cure’s issued and outstanding share capital on a fully diluted basis (excluding any outstanding options issued under Cell Cure’s option plan and any shares reserved for issuance thereunder and the conversion of the [ * ] Loans) as of the Closing, substantially in the form attached hereto as Exhibit B (the “Debt Warrant”).
 
2.2.4.4.
The execution and delivery by HBL and BioTime of the Share Purchase and Transfer Agreement between the parties hereto to which this Agreement forms an attachment (the “SPA”), and consummation of the Closing thereunder (as such term is defined therein).
 
2.2.4.5.
The Board shall have approved the transactions contemplated hereunder, including the assignment of the Cell Cure Debt and the obligations of Cell Cure hereunder (the “Board Consent”), and BioTime shall have delivered to HBL a true and correct copy of such Board Consent.
 
2.2.4.6.
BioTime shall have delivered HBL a written confirmation of Cell Cure confirming the assumption of HBL’s rights and obligations under the Loan Documents by BioTime in accordance with the terms and conditions set forth in this Agreement, and that the transactions contemplated by this Agreement, including the sale of the Cell Cure Debt, were duly authorized and approved by the Board and are in compliance with Cell Cure’s Articles and organizational documents.
 
[ * ] = 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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