Common use of Israeli Tax Ruling Clause in Contracts

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 hereof, the Company 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 Legal Requirements to obtain the Israeli Section 102 Interim Tax Ruling and the Israeli 102 Tax Ruling as promptly as practicable. The final text of the Israeli 102 Tax Ruling or the Israeli Section 102 Interim Tax Ruling shall in all circumstances be subject to the prior written confirmation of Buyer or its counsel.

Israeli Tax Ruling. Promptly following the date of this Agreement, the legal counsels counsel for the Company Valor, in full coordination with the legal counsels or advisors counsel of the Buyer HW, will approach the ITA with an application for a ruling (the “Israeli 102 Options Tax Ruling”) in relation to the tax treatment of Company Valor 102 Shares, Company Valor 102 Options and Company Valor 3(i) Options (to the extent not exercised prior to the Closing) within the scope of this Agreement, to confirm, among others, that (ai) Buyer Holdco 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 Valor 102 Shares, Company Valor 102 Options and Company Valor 3(i) OptionsOptions where such consideration is transferred to the Section 102 Trustee to be held and distributed by the Section 102 Trustee pursuant to the terms of the Israeli Options Tax Ruling; and (bii) the assumption payment of Company consideration for Valor 102 Shares and Valor 102 Options and the conversion of Company 102 Shares into the right to receive the consideration therefor hereunder shall which have not be regarded as a violation of yet completed the “requisite holding period” (as such term is defined in Section 102 of the Israeli Tax Code) so shall not constitute a violation of Section 102 of the Israeli Tax Code as long as such assumed options and consideration is deposited with the Section 102 Trustee until the end of the respective holding periodTrustee; and (ciii) that tax continuity shall apply any contingent payment expected to be made in the future in respect to Buyer options, awards and shares received in consideration for Company of Valor 102 Shares, Company Valor 102 Options and Company Valor 3(i) Options shall not be subject to Israeli Tax until actually paid to the Section 102 Option Trustee (which ruling may be subject to customary conditions regularly associated with such a ruling). If the Israeli 102 Options Tax Ruling is not granted prior to the Closing, the Company Valor shall seek to receive prior to the Closing an interim tax ruling confirming confirming, among others other things, that Buyer Holdco and anyone acting on its behalf shall be exempt from Israeli withholding Tax in relation to any consideration payable with respect to Company Valor 102 Shares, Company Valor 102 Options and Company Valor 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 Options Interim Tax Ruling”) ), where such consideration shall is transferred to the Section 102 Trustee to be subject held and distributed by the Section 102 Trustee pursuant to the terms of the Israeli 102 Options Interim Tax Ruling or the Israeli Options Tax Ruling to be obtained following the Closing. Each of Buyer HW and the Company shall Valor shall, and shall cause its their respective Israeli counsel, advisors and accountants legal counsel 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 Options Tax Ruling or the Israeli Section 102 Options Interim Tax Ruling, as applicable. Subject to the terms and conditions hereof, the Company Valor 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 Legal Requirements Law to obtain the Israeli Section 102 Options Interim Tax Ruling and the Israeli 102 Options Tax Ruling as promptly as practicable. The final text of the Israeli 102 Options Tax Ruling or the Israeli Section 102 Options Interim Tax Ruling shall in all circumstances be subject to the prior written confirmation of Buyer HW or its counsel.

Israeli Tax Ruling. Promptly following the date of this Agreement, the The legal counsels for the Company in full coordination and cooperation with the legal counsels or advisors of Purchaser, as soon as practicable after the Buyer will approach date of this Agreement (if not filed earlier), shall execute and file with 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 Purchaser and anyone acting on its behalf (including the BuyerPaying Agent) shall not be required to withhold Israeli Taxes in relation to any consideration payable in respect to holders of Company 102 Shares, Company 102 Options and Company 3(i) OptionsOptions where such consideration is transferred to the Section 102 Trustee or the Paying Agent, to be held and distributed by the Section 102 Trustee pursuant to the terms of the Israeli Tax Ruling; and (b) the assumption conversion of Company 102 Options and the conversion of Company 102 Shares into the right to receive the consideration therefor hereunder in accordance with the terms hereof shall not be regarded as a violation of the “requisite holding period” (as such term is defined in Section 102 of the Israeli Tax CodeOrdinance) 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 any payment of a portion of the Adjustment Holdback Amount, Expense Fund, Earnout Consideration and Retained Amounts (if any) to Buyer options, awards and shares received in consideration for holders of Company 102 Shares, Company 102 Options and Company 3(i) Options shall be taxed only upon the actual payment to the Section 102 Option Trustee or the applicable holder; and (which d) such other ruling or relief as the parties may be subject agree is appropriate to customary conditions regularly associated with such a ruling)request under the circumstances. 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 Purchaser and anyone acting on its behalf (including the Paying Agent) shall be exempt from Israeli withholding Tax in relation to any consideration payable payments made 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) Section 102 Trustee (the “Israeli Section 102 Interim Tax Ruling”) where such consideration shall is transferred to the Section 102 Trustee, to be subject held and distributed by the Section 102 Trustee, pursuant to the terms of the Israeli 102 Interim Tax Ruling (if applicable) and the Israeli Tax Ruling to be obtained following the Closing. Each of Buyer Purchaser and the Company shall and shall cause its respective Israeli counsel, advisors counsels and accountants to, 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 hereof, the Company 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 actions necessary, proper or advisable under applicable Legal Requirements to obtain the Israeli Section 102 Interim Tax Ruling and the Israeli 102 Tax Ruling as promptly as practicablein a prompt and reasonable manner; provided, however, that subject to obtaining the Israeli Interim Tax Ruling prior to Closing, then even if the Israeli Tax Ruling shall not be obtained for any reason whatsoever by the Closing Date, the Closing shall not be delayed or postponed for the specific reason of not obtaining such Israeli Tax Ruling. The final text For the avoidance of doubt, neither the Company nor any of its legal counsel shall make any application to, or conduct any negotiation with, the ITA with respect to any matter relating to the subject matter of the Israeli 102 Tax Ruling or the Israeli Section 102 Interim Tax Ruling without prior coordination with Purchaser or its legal counsel, and the Company shall enable Purchaser’s legal counsel to participate in all discussions and meetings relating thereto. To the extent that Purchaser’s legal counsel elects not to participate in a meeting or discussion, the Company’s legal counsel shall provide Purchaser with a prompt and full report of the discussions held. In any event, any application for and the language of the Israeli Tax Ruling or the Israeli Interim Tax Ruling shall in all circumstances be subject to the prior written confirmation consent of Buyer Purchaser, such consent not to be unreasonably withheld, conditioned or its counseldelayed.

Israeli Tax Ruling. Promptly following As soon as reasonably practicable after the date execution of this Agreement, the legal counsels for the Company in full coordination shall instruct its Israeli counsel, advisors and accountants to prepare and file with the legal counsels or advisors of the Buyer will approach the ITA with Israeli Income Tax Authority an application for a ruling (a) confirming that (i) that the assumption of the Company Options and the conversion or replacement of Company Options into or with options to purchase shares of Acquiror Common Stock in accordance with Section 2.7 (Company Options that are assumed, converted or replaced by Acquiror in accordance with Section 2.7 being referred to as “Israeli 102 Tax RulingAssumed Options”) will not result in relation to a requirement for an immediate Israeli tax payment and that the tax treatment Israeli taxation will be deferred until the exercise of Company such Assumed Options, or in the case of Assumed Options that are part of a “Section 102 Shares, Company 102 Options and Company 3(i) Options (to Plan,” until the extent not exercised prior to actual sale of the Closing) within underlying shares of Acquiror Common Stock by the scope holders 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) such Assumed Options; and (bii) that the “lock-up period” under any “Section 102 Plan” will continue to run and will not be restarted as a result of the assumption of Company 102 the Assumed 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 Option Tax Ruling”) where and (b) that either: (i) exempts Acquiror, the Paying Agent and the Surviving Corporation from any obligation to withhold Israeli Tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement as part of the Merger Consideration or as part of the assumption, conversion or replacement of Company Options, or clarifying that no such consideration shall obligation exists; or (ii) clearly instructs Acquiror, the Paying Agent or the Surviving Corporation how such withholding at source is to be subject executed, and in particular, with respect to the terms classes or categories of the Israeli 102 holders or former holders of Company Capital Stock or Company Options from which Tax Ruling is to be obtained following withheld (if any), the Closingrate or rates of withholding to be applied (the “Israeli Withholding Tax Pre-Ruling”). Each of Buyer and the Company shall and Acquiror shall, and shall cause its respective Israeli counsel, advisors and accountants instruct their Representatives to, coordinate all activities and to cooperate with each other 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 102 Tax Ruling or the Israeli Section 102 Interim Option Tax Ruling, as applicable. Subject to the terms and conditions hereof, the Company 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 Legal Requirements Law to obtain the Israeli Section 102 Interim Option Tax Ruling and the Israeli 102 Withholding Tax Ruling Pre-Ruling, as promptly as practicable. The final text of the Israeli 102 Tax Ruling or the Israeli Section 102 Interim Tax Ruling shall in all circumstances be subject to the prior written confirmation of Buyer or its counsel.