Israeli Income Tax Ruling. As soon as reasonably practicable after the execution of this Agreement, Parent shall cause its Israeli counsel to prepare and file with the Israeli Income Tax Commissioner an application for a ruling confirming that the conversion of the Company Stock Options into options to purchase shares of Parent Common Stock, but not including the Sub-Plan Options (the "ASSUMED OPTIONS") will not result in a requirement for an immediate Israeli tax payment and that the Israeli taxation will be deferred until the exercise of the Assumed Options, or in the event of Assumed Options which are part of a "Section 102 Plan", until the actual sale of the shares of Parent Common Stock by the option holders, provided that any ruling that, in Parent's determination, is substantially similar to the foregoing will be sufficient to comply with the conditions set forth in this Section 4.18 and, provided further, that Parent is reasonably satisfied that, in light of such ruling, Parent is not required to withhold any Taxes in respect of the issuance of Parent Common Stock to any holder of Assumed Options (the "ISRAELI INCOME TAX RULING"). Parent shall also use commercially reasonable efforts to obtain rulings from the Israeli Income Tax Commissioner to the effect that (i) with respect to each of the Assumed Options that is subject to Section 102 of the Income Tax Ordinance (New Version), 5721-1961 ("SECTION 102 OPTIONS"), the requisite holding period will be deemed to have begun at the time of the issuance of the related Company Stock Option, and (ii) the Section 102 Options continue to be subject to the taxation schedule elected by the Company under such Section 102 and all of the employee's income there under will continue to be characterized as capital gain (the "SUPPLEMENTAL RULINGS"); provided, however, that for the sake of clarity, the Supplemental Rulings are not included in the definition of "Israeli Income Tax Ruling". Each of the Company and Parent shall cause their respective Israeli counsel, accountants and other advisors, to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Income Tax Ruling and the Supplemental Rulings. Subject to the terms and conditions hereof, the Company shall cooperate as reasonably requested by Parent to promptly to take, or cause to be taken, all actio...
Israeli Income Tax Ruling. The Company shall have obtained the Israeli Income Tax Ruling.
Israeli Income Tax Ruling. Section 4.18, ...................... 48
Israeli Income Tax Ruling. As soon as reasonably practicable after the execution of this Agreement, the Company shall cause its Israeli counsel and accountants to prepare and file with the Israeli Income Tax Commissioner an application for rulings in respect of the matters set forth on Schedule 4.23 of the Company Disclosure Schedule in such form and on such conditions as may be reasonably acceptable to the Company (the “Israeli Income Tax Ruling”). The Parties shall cause their respective Israeli counsel to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of such applications and in the preparation of any written or oral submissions that may be necessary, proper or advisable in order to obtain the Israeli Income Tax Rulings. Subject to the terms and conditions hereof, the Parties shall use their best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Income Tax Rulings as promptly as practicable. Notwithstanding any provisions contained in Section 4.1 hereof to the contrary, but subject to this Section 4.23, the Company shall be allowed to comply with any condition contained in the Israeli Income Tax Rulings, or reasonably requested by the Israeli Income Tax Commissioner in connection with its delivery of such rulings. Without limitation on or derogation from the right of the Company to waive the request for the Israeli Income Tax Ruling pursuant to Section 5.3, the Parties hereby agree, that to the extent so required under the relevant Israeli Income Tax Ruling, the Merger Consideration payable to Israeli equity holders of the Company at the Closing in accordance with this Agreement, shall be deposited with ESOP Management and Trust Services Ltd. or a similar service provider as shall be determined by the Parent and the Company, who shall act as a paying or escrow agent, subject to the terms of the Israeli Income Tax Ruling and an appropriate agreement to be executed prior to the Closing by and between such service provider, the Parent and the Company. In carrying out the provisions of Section 1.8(b) above, the Parent shall comply with the relevant Israeli Income Tax Ruling. Following the Effective Time, the Parent shall comply with all Laws and requirements as may be applicable in order to protect, and shall not take any action which may adversely affect, the tax-free nature of the transactions contemp...
Israeli Income Tax Ruling. Subject to the right of the Company to waive the condition relating to the Israeli Income Tax Ruling pursuant to Section 5.3(d), the Israeli Income Tax Ruling issued by the Israeli Income Tax Commissioner shall not impose any material restriction (i) on any Person that is a stockholder of Parent as of, immediately prior to or following the Closing, or (ii) the transfer of assets, business or operations of Parent, any Parent Entity or the Company, in each case pursuant to Section 103(k) to the Tax Ordinance.
Israeli Income Tax Ruling. The Parties shall have been issued the Israeli Income Tax Ruling by the Israeli Income Tax Commissioner.
Israeli Income Tax Ruling. The parties acknowledge that the Company has caused its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling: (i) deferring any obligation to pay capital gains tax on the exchange of the Company Shares in the Merger subject to the restrictions imposed on the Existing Company Shareholders and the Parent pursuant to Section 103(k) or 104(h) of the Israeli Tax Ordinance (provided, however, that any ruling under Section 103(k) cannot impose any restrictions on the transferability by the holders thereof of any shares of Parent Common Stock or other securities of Parent issued and outstanding immediately prior to the Closing), and (ii) confirming that the conversion of the Company Options into the Assumed Options will not result in a requirement for an immediate Israeli tax payment and that the Israeli taxation will be deferred until the exercise of the warrants or options issued in exchange of the Company Options and Company Warrants, or in the event of Assumed Options which are part of a “Section 102 Plan,” until the actual sale of the shares of Parent Common Stock by the option holders (the “Israeli Income Tax Ruling”). The Company shall use reasonable efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Income Tax Rulings.
Israeli Income Tax Ruling. Subject to Sections 9.3 and 9.5 below, Novomic, on behalf of itself and the Novomic Shareholders, shall have received, and delivered to BRDT and its Israeli counsel, a tax ruling issued by the Israeli Income Tax Authorities pursuant to Section 104(h) of the Israeli Tax Ordinance. 8.8. Injunctions or Restraints on Conduct of Business. No order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition is limiting or restricting Novomic's ownership of the BRDT Shares, conduct or operation of the business following the Closing shall be in effect, and no legal proceeding seeking any of the foregoing, or any other injunction, restraint or material damages in connection with the Merger or the other Transactions, shall be pending or threatened. 8.9. Absence of Adverse Changes. 8.10. From the date hereof until the Closing, there will have been no material adverse change in the financial or business condition of BRDT. 8.11.
Israeli Income Tax Ruling. As soon as reasonably practicable after the execution of this Agreement, Novomic shall cause Novomic's advisors to prepare and file with the Israeli Income Tax Commissioner (the "Commissioner") an application for a ruling including, without limitation, confirming that the Merger will be a transaction in accordance with all terms and conditions set forth in Section 104(h) of the Israeli Income Tax Ordinance. 9.6. BRDT and Novomic shall cause their respective advisors to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Income Tax Ruling. Subject to the terms and conditions hereof, BRDT and Novomic shall use their best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable law to obtain the Israeli Income Tax Ruling as promptly as practicable. Notwithstanding any provisions contained in Section 9.1 (Exclusivity & Conduct of Business in the Ordinary Course) hereof to the contrary but subject to this Section 9.5, each of BRDT and Novomic shall be allowed to comply with any conditions contained in the Israeli Income Tax Ruling described in this Section 9.5 or reasonable requests made by the Commissioner in connection with its delivery of such ruling. Following the Closing Date, BRDT and Novomic shall comply with all laws and requirements as may be applicable in order to ensure, and shall not take any action which may adversely affect, the tax-free nature of the Merger and the other transactions contemplated hereby in accordance with the Israeli Income Tax Ordinance [New Version], 1961 as amended and the Israeli Income Tax Ruling. 9.7.
Israeli Income Tax Ruling. The parties acknowledge that the Company has caused its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling: (i) deferring any obligation to pay capital gains tax on the exchange of the Company Shares in the Merger subject to the restrictions imposed on the Existing Company Shareholders and the Parent pursuant to Section 103(k) of the Israeli Tax Ordinance and (ii) confirming that the conversion of the Company Options into the Assumed Options will not result in a requirement for an immediate Israeli tax payment and that the Israeli taxation will be deferred until the exercise of the warrants or options issued in exchange of the Company Options and Warrants, or in the event of Assumed Options which are part of a “Section 102 Plan,” until the actual sale of the shares of Parent Common Stock by the option holders (the “Israeli Income Tax Ruling”). The Company shall use reasonable efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Income Tax Rulings.
