Israeli Tax Ruling. INX has instructed its Israeli tax advisors to prepare and file with the ITA an application for a tax ruling in connection with the Israeli tax implication of the transactions contemplated under this Agreement on behalf of INX and INX Securityholders who elect to become a party to such a tax ruling requesting the ITA to defer any obligation to pay capital gains tax on the exchange of securities as part of the transactions contemplated under this Agreement (the “Israeli Income Tax Ruling”). 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 to obtain the Israeli Income Tax Ruling as promptly as practicable. The Parties hereby agree, that to the extent so required under the relevant Israeli Income Tax Ruling, the Valdy Consideration Securities distributable hereunder shall be deposited with a paying agent, who shall act as a paying or escrow agent, subject to the terms of the Israeli Income Tax Ruling and a customary paying agent agreement shall be executed prior to the Closing Time by the Parties. Each Party shall, and shall instruct its representatives to cooperate with the other Parties and their respective counsels and representatives, 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 to obtain the Israeli Income Tax Ruling or any related document.
Israeli Tax Ruling. As soon as reasonably practicable after the execution of this Agreement, the Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the Israeli Tax Authority applications for:
Israeli Tax Ruling. Promptly following the date of this Agreement, the legal counsels for the Company in full coordination with the legal counsels or advisors of the Buyer will approach the ITA with an application for a ruling (the “Israeli 102 Tax Ruling”) in relation to the tax treatment of Company 102 Shares, Company 102 Options and Company 3(i) Options (to the extent not exercised prior to the Closing) within the scope of this Agreement, to confirm, among others, that (a) Buyer and anyone acting on its behalf (including the Buyer) shall not be required to withhold Israeli Taxes in relation to any consideration payable in respect of Company 102 Shares, Company 102 Options and Company 3(i) Options; and (b) the assumption of Company 102 Options and the conversion of Company 102 Shares into the right to receive the consideration therefor hereunder shall not be regarded as a violation of the “requisite holding period” (as such term is defined in Section 102 of the Israeli Tax Code) so long as such assumed options and consideration is deposited with the Section 102 Trustee until the end of the respective holding period; and (c) that tax continuity shall apply in respect to Buyer options, awards and shares received in consideration for Company 102 Shares, Company 102 Options and Company 3(i) Options 102 Option (which ruling may be subject to customary conditions regularly associated with such a ruling). If the Israeli 102 Tax Ruling is not granted prior to the Closing, the Company shall seek to receive prior to the Closing an interim tax ruling confirming among others that Buyer and anyone acting on its behalf shall be exempt from Israeli withholding Tax in relation to any consideration payable with respect to Company 102 Shares, Company 102 Options and Company 3(i) Options (to the extent not exercised prior to the Closing) (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Israeli Section 102 Interim Tax Ruling”) where such consideration shall be subject to the terms of the Israeli 102 Tax Ruling to be obtained following the Closing. Each of Buyer and the Company shall and shall cause its respective Israeli counsel, advisors and accountants to, coordinate and cooperate with each other with respect to the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli 102 Tax Ruling or the Israeli Section 102 Interim Tax Ruling, as applicable. Subject to the terms and conditions here...
Israeli Tax Ruling. The Company shall instruct its Israeli counsel, advisors and/or accountants to prepare and file with the ITA prior to the Closing, an application for the Israeli Interim Tax Ruling, and following Closing, an application for the Israeli Tax Ruling. Each of the Company, Merger Sub and the Parent shall cause their respective legal counsel, advisors and accountants 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 Interim Tax Ruling and at a later stage the Israeli Tax Ruling. Subject to the terms and conditions hereof, the Company shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable legal requirements to obtain the Israeli Interim Tax Ruling and at a later stage the Israeli Tax Ruling as promptly as practicable. To the extent the Israeli Interim Tax Ruling is obtained, all references herein to the Israeli Tax Ruling shall be deemed to refer to the Israeli Interim Tax Ruling, until such time that a final definitive Israeli Tax Ruling is obtained. The final text of the application for the Israeli Interim Tax Ruling and the Israeli Tax Ruling, and the final texts of the Israeli Interim Tax Ruling and the Israeli Tax Ruling themselves, including appendices thereof, shall be subject to the prior written confirmation of the Parent, not to be unreasonably withheld or delayed.
Israeli Tax Ruling. Company shall have received from the Israeli Income Tax Commissioner either (i) the Israeli Income Tax Ruling satisfactory to Parent in accordance with Section 5.5(c) or (ii) confirmation of the mechanism for withholding taxes in connection with the Merger, which mechanism shall be reasonably acceptable to Parent.
Israeli Tax Ruling. The Company may instruct its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling that confirms that the payment of the consideration pursuant to this Agreement in exchange for Restricted Stock Awards, Company RSUs and/or Company Options held in trust at the Effective Time under the Israeli Equity Plan will not result in an immediate taxable event for the Person entitled to such Restricted Stock Awards, Company RSUs and/or Company Options if such consideration is paid directly to the Trustee and until such time as such consideration is subsequently paid by the Trustee to the Person entitled thereto, whether at the end of the statutory holding period or otherwise, in accordance with the terms of such ruling (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Israeli Tax Ruling”). Each of the Company and the Parent shall cause their respective Israeli counsel, advisors and accountants to coordinate all activities and to cooperate with each other, with respect to the Company’s 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 Tax Ruling.
Israeli Tax Ruling. As soon as reasonably practicable after the execution of this Agreement, the Parent shall instruct its counsel, advisors and accountants to prepare and file with the Israeli Income Tax Authority an application for a ruling confirming that (i) the assumption of the Retention Options and Additional Options granted to Israeli Employees of the Israel Subsidiary and the conversion or replacement of such options into or with the Parent Assumed Options in accordance with Section 1.8 will not result in a requirement for an immediate Israeli tax payment by the said holders or the Company and that the Israeli taxation will be deferred until the exercise of such Parent Assumed Options, or in the case of Parent Assumed Options that are part of a “Section 102 Plan,” until the actual sale of the underlying shares of Parent Shares by the holders of such Parent Assumed Options; and (ii) that the “lock-up period” under any “Section 102 Plan” will continue to run from the original date of issuance and will not be restarted as a result of the assumption of the Retention Options and Additional Options (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Israeli Option Tax Ruling”). Each of the Company and the Parent shall, and shall instruct their Representatives 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 Option Tax Ruling to the reasonable satisfaction of the Company and the Parent. Subject to the terms and conditions hereof, the parties shall use commercially 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 Option Tax Ruling as promptly as practicable.
Israeli Tax Ruling. All representations, declarations and statements made by, or directed by the Borrower to be made on behalf of, the Borrower to the Israeli Tax Authority or their agents in connection with the Israeli Tax Ruling, including in any applications therefore, were, on the date when made, true and correct and all representations, declarations and statements in Section 1 of the Israeli Tax Ruling are true and correct.
Israeli Tax Ruling. (a) Immediately following execution of this Agreement, each Company will file with the ITA applications for the following rulings:
Israeli Tax Ruling. Buyer has been informed that Subsidiary Sellers intend to prepare and file with the Israeli Tax Authority an application for a ruling determining the tax consequences to Subsidiary Sellers of the sale of the Transferred Shares, specifically with respect to deferral of Israeli taxation on any Subsidiary Sellers Stock Consideration received by Subsidiary Sellers in such sale (the “Israeli Tax Ruling”). Buyer agrees to, and agrees to use commercially reasonable efforts to cause its outside counsel, advisors and accountants to, cooperate as Subsidiary Sellers reasonably request for the purpose of procuring the Israeli Tax Ruling.
