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SEC Filings

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

1.5.
In the event that during the period commencing on the Effective Date and ending on the earlier of the Closing and the date of termination of this Agreement pursuant to Section 6 (the “Effective Period”), Cell Cure consummates any Financing Transaction (as defined below), HBL hereby agrees and confirms that it shall not participate in such Financing Transaction; provided, however that if the Closing does not occur for any reason whatsoever, HBL shall be entitled to participate in each Financing Transaction consummated during the Effective Period, [ * ] Cell Cure’s Third Amended and Restated Articles of Association, as amended on March 12, 2012, February 3, 2014 and on December 20, 2016  (“Cell Cure’s Articles”) [ * ], in accordance with and subject to the provisions of this Section 1.5. The term “Financing Transaction” means any financing transaction in which Cell Cure raises funds through the issuance of shares and\or other securities, including, without limitation, any loan agreements, promissory notes or other commitments which by their terms are exchangeable, exercisable or convertible for or into share capital of Cell Cure; the term “Internal Financing Transaction” means any Financing Transaction between Cell Cure and its existing shareholders, including under Section 9 (‘Further Funding’) of the Amended and Restated Shareholders Agreement by and between Cell Cure’s shareholders, dated October 7, 2010, as amended (the “Shareholders Agreement”); the term “External Financing Transaction” means any Financing Transaction which does not constitute an Internal Financing Transaction; and the term “Financing Transaction Agreements” means the applicable agreements governing the Financing Transaction and all ancillary agreements and documents thereto.
 
1.5.1.
In the event Cell Cure consummates an Internal Financing Transaction during the Effective Period, HBL may elect to participate in any Internal Financing Transaction(s) [ * ] by delivering BioTime and Cell Cure a written notice during the initial [ * ] days following the Effective Period (an “Internal Participation Notice”), in such amount as shall be described in the Internal Participation Notice (the “HBL Internal Participation Amount”). If HBL provides BioTime and Cell Cure with an Internal Participation Notice within the above-mentioned period, then within [ * ] business days after receipt of the Internal Participation Notice, HBL will remit the HBL Internal Participation Amount directly to BioTime and BioTime, unconditionally, will assign its rights under the applicable Financing Transaction Agreements relating to the HBL Internal Participation Amount (including any Cell Cure securities) and take all further acts and execute all documents and instruments as required, such that HBL shall become a party to such agreements, in accordance with Section 1.5.3.
 
 
1.5.2.
In the event Cell Cure consummates an External Financing Transaction during the Effective Period, then HBL may elect to participate in such External Financing Transaction(s) [ * ] by delivering to BioTime and Cell Cure a written notice during the initial [ * ] days following the Effective Period (an “External Participation Notice”), in such amount as shall be described in the External Participation Notice (the “HBL External Participation Amount”). If HBL provides BioTime and Cell Cure an External Participation Notice within the above-mentioned period, then within five (5) business days after receipt of the External Participation Notice, HBL will remit the HBL Internal Participation Amount to Cell Cure and HBL shall become a party to the applicable Financing Transaction Agreements, in accordance with Section 1.5.3.
 
[ * ] = 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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