definiens: means the Company ’s Articles of Association as shall be in effect from time to time ; ( c ) means the auditors of the Company from time to time ; ( d ) means ESI and [COMPANY] ; ( e ) means the board of Directors of the Company ; ( f ) means the business of the Company as described in Clause 2.1 below ; ( g ) in relation to any Financial Year, means a budget in relation to the Business whichshall include ( i ) a projected balance sheet and profit and loss account in respect thereof ; ( ii ) an estimateof working capital requirements in respect thereof ; and ( iii ) an operating budget in respect thereof ; ( h ) in relation to any Financial Year, means a plan for the conduct of the Business forsuch Financial Year which shall include ( i ) funding strategies ; ( ii ) market strategies ; ( iii ) research anddevelopment objectives ; and ( iv ) staffing requirements ; ( i ) shall have the meaning ascribed to such term in Clause 12.2 below ; ( j ) means members of the Board as appointed in accordance with sub - Clause 3.1 below ; ( k ) means the day on which the Closing ( as defined in the SPA ) occurs ; ( l ) means creating or allowing to exist or agreeing to create or agreeing to allow to existany mortgage, charge ( fixed or floating ), pledge, lien, option, right to acquire, assignment by way ofsecurity, trust arrangement for the purpose of providing security or any other security interest of anykind, including retention arrangements ; ( m ) means the development of and exploitation of hES derived neural cells solely for cellreplacement therapy of neurodegenerative diseases in a human ; 2 ( n ) means Hadasit Research Services and Development Ltd