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SEC Filings

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

The Company may: (i) undertake to indemnify an Office Holder as aforesaid prospectively, provided that, with respect to an undertaking to indemnify as set forth in Article 76(a) above, the undertaking to indemnify is limited to events which in the opinion of the Board can be foreseen, in view of the Company's then actual activities, when the undertaking to indemnify is given, and to an amount or criteria set by the Board as reasonable under the circumstances and that the undertaking to indemnify specifies the events which in the opinion of the Board can be foreseen, in view of the Company's then actual activities, when the undertaking is given and also the amount or criteria set by the Board as reasonable under the circumstances, and (ii) indemnify an Office Holder as aforesaid retroactively.
 
77.
Subject to the provisions of the Companies Law and to the maximum extent permitted by law, the Company may procure, for the benefit of any of its Office Holders, office holders' liability insurance for any liabilities incurred by them in respect or as a result of any act (or omission) carried out by them as office holders of the Company by virtue of the Office Holder being an Office Holder of the Company, with respect to any of the following:
 
(a)
a breach of the duty of care owed to the Company or any other person;
 
(b)
a breach of the fiduciary duty owed to the Company, provided that the Office Holder acted in good faith and had reasonable grounds to assume that the action would not injure the Company; or
 
(c)
a monetary liability imposed on an Office Holder in favor of a third party.
 
78.
The Company may, to the maximum extent permitted by law, exempt and release an Office Holder, including in advance, from and against all or part of his liability for monetary or other damages due to, arising or resulting from, a breach of his duty of care to the Company other than a breach of his duty of care to the Company upon "distribution" as such term is defined in the Companies Law.
 
79.
The provisions of Articles 76-78 above are not intended, and shall not be interpreted, to restrict the Company in any manner in respect of the procurement of insurance and/or in respect of indemnification (i) in connection with any person who is not an Office Holder, including, without limitation, any employee, agent, consultant or contractor of the Company who is not an Office Holder, and/or (ii) in connection with any Office Holder to the extent that such insurance and/or indemnification is not specifically prohibited under applicable law; provided that the procurement of any such insurance and/or the provision of any such indemnification shall be approved by the Board and/or otherwise as required by the Companies Law.

80.
In the event of any change after the date of adoption of these Articles of Association in any applicable law, statute or rule which expands the right of an Israeli company to indemnify or insure an Office Holder, these Articles of Association shall automatically be deemed to enable the Company to so expand the scope of indemnification and/or insurance that the Company is able to provide.
 
[ * ] = 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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