Further Agreements of the Selling Shareholder. The Selling Shareholder covenants and agrees with each Underwriter that:
Further Agreements of the Selling Shareholder. The Selling Shareholder agrees:
Further Agreements of the Selling Shareholder. The Selling Shareholder agrees with the several Underwriters that:
Further Agreements of the Selling Shareholder. Neither the Selling Shareholder nor any person acting on behalf of the Selling Shareholder (other than, if applicable, the Company and the Underwriters) shall use or refer to any “free writing prospectus” (as defined in Rule 405 under the Securities Act), relating to the Stock without the prior written approval of the Representatives and the Company.
Further Agreements of the Selling Shareholder. 1. The Selling Shareholder hereby represents and warrants to the Underwriters that: (i) the Selling Shareholder is not, and has never been, an Israeli resident for Israeli tax purposes and is not otherwise subject to taxation in Israel by virtue of being treated as an Israeli tax resident for Israeli tax purposes, (ii) the Selling Shareholder is entitled to an exemption from capital gains according to the provisions of the Israeli Income Tax Ordinance [New Version], 1961, including the regulations promulgated thereunder, or according to an applicable tax treaty, and (iii) the Selling Shareholder is not otherwise subject to taxation in Israel by virtue of having a permanent establishment in Israel. The foregoing representations and warranties are true and correct as of the date hereof and will be true and correct on the Initial Delivery Date as though made on and as of such date.
Further Agreements of the Selling Shareholder. The Selling Shareholder covenants and agrees with each Underwriter that the Selling Shareholder will deliver to the Representatives prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 or Form W-8, as applicable (or other applicable form or statement specified by the Treasury Department regulations in lieu thereof) in order to facilitate the Underwriters’ documentation of their compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated.
Further Agreements of the Selling Shareholder. 1. The Selling Shareholder hereby represents and warrants to the Underwriters that: (i) the Selling Shareholder is not, and has never been, an Israeli resident for Israeli tax purposes and is not otherwise subject to taxation in Israel by virtue of being treated as an Israeli tax resident for Israeli tax purposes, (ii) the Selling Shareholder is entitled to an exemption from capital gains according to the provisions of the Israeli Income Tax Ordinance [New Version], 5721-1961, including the regulations promulgated thereunder, or according to an applicable tax treaty, and (iii) the Selling Shareholder is not otherwise subject to taxation in Israel by virtue of having a permanent establishment in Israel. The foregoing representations and warranties are true and correct as of the date hereof and will be true and correct on the Initial Delivery Date as though made on and as of such date. Without derogating from the foregoing representations and warranties and in supplement thereto, the Selling Shareholder has provided a properly executed copy of a Declaration of Status for Israeli Income Tax Purposes to the Underwriters in the form attached hereto.
