Common use of Merger Proposal Clause in Contracts

Merger Proposal. Subject to the Israeli Companies Law, as soon as practicable after the execution and delivery of this Agreement, (a) each of the Company and Merger Sub shall cause a merger proposal (in the Hebrew language) in a form to be agreed between the Company and Parent (the “Merger Proposal”) to be executed in accordance with Section 316 of the Israeli Companies Law, (b) the Company shall call the Company General Meeting no later than the third (3rd) Business Day after the date of this Agreement as set forth in Section 6.5, it being understood that the sole shareholder of Merger Sub has approved the Merger contemporaneously with the execution of this Agreement, and (c) within three (3) days from the date of notice of the Company General Meeting, each of the Company and Merger Sub shall deliver and file the Merger Proposal with the Companies Registrar in accordance with Section 317(a) of the Israeli Companies Law. Each of the Company and Merger Sub shall cause a copy of the Merger Proposal to be delivered to each of their secured creditors, if any, no later than three (3) days after the date on which the Merger Proposal is delivered to the Companies Registrar, and shall promptly inform its nonsecured creditors, if any, of the Merger Proposal and its contents in accordance with Section 318 of the Israeli Companies Law and the regulations promulgated thereunder. Subject to the Israeli Companies Law, promptly after the Company and Merger Sub shall have complied with the preceding sentence, but in any event no more than three (3) Business Days following the date on which such notice was sent to the creditors, the Company and Merger Sub shall inform the Companies Registrar, in accordance with Section 317(b) of the Israeli Companies Law, that notice was given to their respective creditors pursuant to Section 318 of the Israeli Companies Law and the regulations promulgated thereunder. In addition to the above, each of the Company and, if applicable, Merger Sub, shall (i) publish a notice to its creditors, stating that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at the office of the Companies Registrar, the Company’s registered offices, or Merger Sub’s registered offices, as applicable, and at such other locations as the Company or Merger Sub, as applicable, may determine, in (1) two daily Hebrew newspapers circulated in Israel, on the day that the Merger Proposal is submitted to the Companies Registrar, (2) one newspaper circulated in New York City, New York, no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar, and (3) in such other manner as may be required by applicable Laws, (ii) within four (4) Business Days from the date of submitting the Merger Proposal to the Companies Registrar, send a notice by registered mail to all of the “Substantial Creditors” (as such term is defined in the regulations promulgated under the Israeli Companies Law) of which the Company or Merger Sub, as applicable, is aware, in which it shall state that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at such additional locations, if such locations were determined in the notice referred to in subsection (i) above, and (iii) display in a prominent place at the Company’s premises a copy of the notice published in a daily Hebrew newspaper (as referred to in subsection (i)(1) above), no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar.

Merger Proposal. Subject to the Israeli Companies Law, as soon As promptly as practicable after the execution and delivery of this Agreement, (a) each of the Company and Merger Sub shall cause a merger proposal (in the Hebrew language) in a the form agreed to be agreed between the Company and Parent by such parties (the “Merger Proposal”"MERGER PROPOSAL") to be executed in accordance with Section 316 of the Israeli Companies Law, (b) the Company shall call the Company General Meeting no later than the third (3rd) Business Day after the date of this Agreement as set forth in Section 6.5, it being understood that the sole shareholder of Merger Sub has approved the Merger contemporaneously with the execution of this AgreementMeeting, and (c) within three (3) days from the date of notice of the Company General Meeting, each of the Company and Merger Sub shall deliver and file the Merger Proposal with to the Companies Registrar in accordance with Section 317(a) of the Israeli Companies LawRegistrar. Each of the Company and Merger Sub shall cause a copy of the Merger Proposal to be delivered to each of their secured creditors, if any, no later than three (3) days after the date on which the Merger Proposal is delivered to the Companies Registrar, Registrar and shall promptly inform its nonsecured creditors, if any, their non-secured creditors of the Merger Proposal and its contents in accordance with Section 318 of the Israeli Companies Law and the regulations promulgated thereunder. Subject to the Israeli Companies Law, promptly Promptly after the Company and Merger Sub shall have complied with the preceding sentencesentence and with subsections (i) and (ii) below, but in any event no more than three (3) Business Days days following the date on which such notice was sent to the creditors, the Company and Merger Sub shall inform the Companies Registrar, in accordance with Section 317(b) of the Israeli Companies Law, that notice was given to their respective creditors pursuant to under Section 318 of the Israeli Companies Law and the regulations promulgated thereunder. In addition to the above, each of the Company and, if applicable, Merger Sub, shall (i) publish a notice to its creditors, stating that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at the office of the Companies Registrar, the Company’s registered offices, or Merger Sub’s registered offices, as applicable, and at such other locations as the Company or Merger Sub, as applicable, may determine, in (1) two daily Hebrew newspapers circulated in Israel, on the day that the Merger Proposal is submitted to the Companies Registrar, (2) one newspaper circulated in New York City, New York, no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar, and (3) in such other manner as may be required by applicable Laws, (ii) within four (4) Business Days from the date of submitting the Merger Proposal to the Companies Registrar, send a notice by registered mail to all of the “Substantial Creditors” (as such term is defined in the regulations promulgated under the Israeli Companies Law) of which the Company or Merger Sub, as applicable, is aware, in which it shall state that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at such additional locations, if such locations were determined in the notice referred to in subsection (i) above, and (iii) display in a prominent place at the Company’s premises a copy of the notice published in a daily Hebrew newspaper (as referred to in subsection (i)(1) above), no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar.Sub shall:

Merger Proposal. Subject to the Israeli Companies Law, As promptly as soon as reasonably practicable after the execution and delivery of this Agreement, (a) each of the Company and Merger Sub shall cause a merger proposal (in the Hebrew language) in a form to be agreed between the Company and Parent (the “Merger Proposal”) to be executed in accordance with Section 316 of the Israeli Companies Law, (b) the Company shall call the Company General Meeting no later than the third (3rd) Business Day after the date of this Agreement as set forth in Section 6.5, it being understood that the sole shareholder of Merger Sub has approved the Merger contemporaneously with the execution of this AgreementMeeting, and (c) within three (3) days from the date of notice calling of the Company General Meeting, each of the Company and Merger Sub shall deliver and file the Merger Proposal with the Companies Registrar in accordance with Section 317(a) of the Israeli Companies LawRegistrar. Each of the Company and Merger Sub shall cause a copy of the Merger Proposal to be delivered to each of their secured creditors, if any, creditors no later than three (3) days after the date on which the Merger Proposal is delivered to the Companies Registrar, and shall promptly inform its nonsecured creditors, if any, non-secured creditors of the Merger Proposal and its contents in accordance with Section 318 of the Israeli Companies Law and the regulations promulgated thereunderLaw. Subject to the Israeli Companies Law, promptly Promptly after the Company and Merger Sub shall have complied with the preceding sentence, but in any event no more than three (3) Business Days following the date on which such notice was sent to the creditors, the Company and Merger Sub shall inform the Companies Registrar, in accordance with Section 317(b) of the Israeli Companies Law, that notice was given to their respective creditors pursuant to under Section 318 of the Israeli Companies Law and the regulations promulgated thereunderLaw. In addition to the above, each of the Company and, if applicable, Merger Sub, shall (i) publish a notice to its creditors, stating that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at the office of the Companies Registrar, the Company’s registered offices, offices or Merger Sub’s registered offices, as applicable, and at such other locations as the Company or Merger Sub, as applicable, may determine, in (1A) two daily Hebrew newspapers circulated in Israel, on the day that the Merger Proposal is submitted to the Companies Registrar, (2B) one a newspaper circulated in New York City, New York, no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar, and (3C) in such other manner as may be required by applicable Lawslaw and regulations, (ii) within four (4) Business Days from the date of submitting the Merger Proposal to the Companies Registrar, send a notice by registered mail to all of the “Substantial Creditors” (as such term is defined in the regulations promulgated under the Israeli Companies Law) of which the Company or Merger Sub, as applicable, is aware, in which it shall state that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at such additional locations, if such locations were determined in the notice referred to in subsection sub-Section (i) above, and (iii) send to the “workers committee” or display in a prominent place at the Company’s premises premises, a copy of the notice published in a daily Hebrew newspaper (as referred to in subsection sub-Section (i)(1i)(A) above), no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar.

Merger Proposal. Subject to the Israeli Companies Law, as soon As promptly as practicable after the execution and delivery of this Agreement, : (a) each of the Company and Merger Sub shall cause a merger proposal (in the Hebrew language) in a the form to be agreed between the Company and Parent of Exhibit E (the “Merger Proposal”"MERGER PROPOSAL") to be executed in accordance with Section 316 of the Israeli Companies Law, ; (b) the Company and Merger Sub shall call the Company General Meeting no later than the third (3rd) Business Day after the date of this Agreement as set forth in Section 6.5, it being understood that the sole shareholder and a general meeting of Merger Sub has approved the Merger contemporaneously with the execution of this AgreementSub's shareholders, respectively, and (c) each of Company and Merger Sub shall deliver the Merger Proposal to the Companies Registrar within three (3) days from the date calling of notice of the Company General Meeting, each of the Company and Merger Sub shall deliver and file the Merger Proposal with the Companies Registrar in accordance with Section 317(a) of the Israeli Companies Lawsuch shareholders meetings. Each of the Company and Merger Sub shall cause a copy of the Merger Proposal to be delivered to each of their respective secured creditors, if any, no later than three (3) days after the date on which the Merger Proposal is delivered to the Companies Registrar, Registrar and shall promptly inform its nonsecured creditors, if any, their respective non-secured creditors of the Merger Proposal and its contents in accordance with Section 318 of the Israeli Companies Law and the regulations promulgated thereunder. Subject to the Israeli Companies Law, promptly Promptly after the Company and Merger Sub shall have complied with the preceding sentencesentence and with subsections (i) and (ii) below, but in any event no more than three (3) Business Days business days following the date on which such notice was sent to the creditors, the Company and Merger Sub shall inform the Companies Registrar, in accordance with Section 317(b) of the Israeli Companies Law, that notice was given to their respective creditors pursuant to under Section 318 of the Israeli Companies Law and the regulations promulgated thereunder. In addition to the above, each of the Company and, if applicable, Merger Sub, shall (i) publish a notice to its creditors, stating that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at the office of the Companies Registrar, the Company’s registered offices, or Merger Sub’s registered offices, as applicable, and at such other locations as the Company or Merger Sub, as applicable, may determine, in (1) two daily Hebrew newspapers circulated in Israel, on the day that the Merger Proposal is submitted to the Companies Registrar, (2) one newspaper circulated in New York City, New York, no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar, and (3) in such other manner as may be required by applicable Laws, (ii) within four (4) Business Days from the date of submitting the Merger Proposal to the Companies Registrar, send a notice by registered mail to all of the “Substantial Creditors” (as such term is defined in the regulations promulgated under the Israeli Companies Law) of which the Company or Merger Sub, as applicable, is aware, in which it shall state that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at such additional locations, if such locations were determined in the notice referred to in subsection (i) above, and (iii) display in a prominent place at the Company’s premises a copy of the notice published in a daily Hebrew newspaper (as referred to in subsection (i)(1) above), no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar.shall:

Merger Proposal. Subject to the Israeli Companies LawICL and the regulations promulgated thereunder, as soon promptly as practicable after following the execution and delivery of this Agreement, (a) each of date hereof the Company and Merger Sub Sub, as applicable, shall take the following actions within the timeframes set forth herein: (a) cause a merger proposal (in the Hebrew language) in a form to be agreed between the Company and Parent (the “Merger Proposal”) to be executed in accordance with Section 316 of the Israeli Companies LawICL, (b) the Company shall call the Company General Meeting no later than the third (3rd) Business Day after the date of this Agreement as set forth in Section 6.5, it being understood that the sole shareholder of Merger Sub has approved deliver the Merger contemporaneously with Proposal to the execution of this Agreement, and (c) Companies Registrar within three (3) days from the date of notice calling of the Company General Shareholders Meeting, each of (c) the Company and Merger Sub shall deliver and file the Merger Proposal with the Companies Registrar in accordance with Section 317(a) of the Israeli Companies Law. Each of the Company and Merger Sub shall cause a copy of the Merger Proposal to be delivered to each of their its secured creditors, if any, no later than three (3) days after the date on which the Merger Proposal is delivered to the Companies Registrar, and shall promptly inform its nonsecured creditors, if any, of the Merger Proposal and its contents in accordance with Section 318 of the Israeli Companies Law and the regulations promulgated thereunder. Subject to the Israeli Companies Law, (d) promptly after the Company and Merger Sub shall have complied with the preceding sentencesentence and with clauses (e)(i) and (e)(ii) of this Section 4.13, but in any event no more than three (3) Business Days days following the date on which such notice was sent to the creditors, the Company and Merger Sub shall inform the Companies Registrar, in accordance with Section 317(b) of the Israeli Companies LawICL, that notice was given to their respective creditors pursuant to creditors, if any, under Section 318 of the Israeli Companies Law ICL (and the regulations promulgated thereunder. In addition to the above), (e) each of the Company and, if applicable, Merger Sub, shall shall: (i) publish a notice to its creditors, stating that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at the office of the Companies Registrar, the Company’s registered offices, office or Merger Sub’s registered offices, as applicable, and at such other locations as the Company or Merger Sub, as applicable, may determine, in (1A) two daily Hebrew newspapers circulated in Israelnewspapers, on the day that the Merger Proposal is submitted to the Companies Registrar, (2B) one in a popular newspaper circulated in New York City, New York, no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar, as may be required by applicable Law; and (3C) if required, in such other manner as may be required by applicable LawsLaws and regulations, (ii) within four (4) Business Days business days from the date of submitting the Merger Proposal to the Companies Registrar, send a notice by registered mail to all of the “Substantial Creditors” (as such term is defined in the regulations promulgated under the Israeli Companies LawICL) of which that the Company or Merger Sub, as applicable, is awareaware of, in which it shall state that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at such additional locations, if such locations were determined in the notice referred to in subsection the immediately preceding clause (i) above, ); and (iii) send to the Company’s “employees committee” (Va’ad Ovdim) (if any) or display in a prominent place at the Company’s premises a copy of the notice published in a daily Hebrew newspaper (as referred to in subsection clause (i)(1e)(i)(A) aboveof this Section 4.13), no later than three (3) Business Days business days following the day on which the Merger Proposal was submitted to the Companies Registrar, (f) not later than three (3) days after the date on which the Company Shareholder Approval is received, the Company shall (in accordance with Section 317(b) of ICL and the regulations thereunder) inform the Companies Registrar of such approval, and (g) in accordance with the customary practice of the Companies Registrar, the Company and Merger Sub shall request, following coordination with Merger Sub, that the Companies Registrar declare the Merger effective and issue the Certificate of Merger upon such date as the Company and Merger Sub shall advise the Companies Registrar (as contemplated in Section 1.2 hereto). For the avoidance of doubt, and notwithstanding any provision of this Agreement to the contrary, it is the intention of the parties that the Merger shall be declared effective and the Certificate of Merger shall be issued on the Closing Date, as a condition to the Closing taking place. For purposes of this Section 4.13, “business day” shall have the meaning set forth in the Merger Regulations 5760-2000 promulgated under the ICL.

Merger Proposal. Subject to the Israeli Companies Law, as soon As promptly as practicable after the execution and delivery of this Agreement, : (ai) each of the Company NDX and Merger Sub shall cause a merger proposal (in the Hebrew language) in a such form to be agreed between as the Company and Parent parties may reasonably agree (the “Merger Proposal”) to be executed in accordance with Section 316 of the Israeli Companies Law, (b) the Company shall call the Company General Meeting no later than the third (3rd) Business Day after the date of this Agreement as set forth in Section 6.5, it being understood that the sole shareholder of Merger Sub has approved the Merger contemporaneously with the execution of this Agreement, ; and (cii) within three (3) days from the date of notice of the Company General Meeting, each of the Company NDX and Merger Sub shall deliver and file the Merger Proposal with to the Israeli Registrar of Companies Registrar within three days from the calling of the NDX Shareholders Meeting in accordance with Section 317(a) of the Israeli Companies Law. Each of the Company NDX and Merger Sub shall cause a copy of the Merger Proposal to be delivered to each of their respective secured creditors, if any, no later than three (3) days after the date on which the Merger Proposal is delivered to the Companies RegistrarIsraeli Registrar of Companies, and each of their respective material creditors, if any, no later than three days after the date on which the Merger Proposal is delivered to the Israeli Registrar of Companies, and shall promptly inform its nonsecured creditors, if any, their respective non-secured creditors of the Merger Proposal and its contents in accordance with Section 318 of the Israeli Companies Law and the regulations promulgated thereunder. Subject to the Israeli Companies Law, promptly Promptly after the Company NDX and Merger Sub shall have complied with the immediately preceding sentencesentence and with paragraphs (a) through (d) of this Section 6.05 below, but in any event no more than three (3) Business Days days following the date on which such notice was sent to the creditors, the Company NDX and Merger Sub shall inform the Companies RegistrarIsraeli Registrar of Companies, in accordance with Section 317(b) of the Israeli Companies Law, that notice was given to their respective creditors pursuant to under Section 318 of the Israeli Companies Law and the regulations promulgated thereunder. In addition to the aboveforegoing, each of the Company NDX and, if applicable, Merger Sub, shall (i) publish a notice to its creditors, stating that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at the office of the Companies Registrar, the Company’s registered offices, or Merger Sub’s registered offices, as applicable, and at such other locations as the Company or Merger Sub, as applicable, may determine, in (1) two daily Hebrew newspapers circulated in Israel, on the day that the Merger Proposal is submitted to the Companies Registrar, (2) one newspaper circulated in New York City, New York, no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar, and (3) in such other manner as may be required by applicable Laws, (ii) within four (4) Business Days from the date of submitting the Merger Proposal to the Companies Registrar, send a notice by registered mail to all of the “Substantial Creditors” (as such term is defined in the regulations promulgated under the Israeli Companies Law) of which the Company or Merger Sub, as applicable, is aware, in which it shall state that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at such additional locations, if such locations were determined in the notice referred to in subsection (i) above, and (iii) display in a prominent place at the Company’s premises a copy of the notice published in a daily Hebrew newspaper (as referred to in subsection (i)(1) above), no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar.shall:

Merger Proposal. Subject to the Israeli Companies Law, As promptly as soon as reasonably practicable after the execution and delivery of this Agreement, (a) each of the Company and Merger Sub shall cause a merger proposal (in the Hebrew language) in a the form to be agreed between the Company and Parent of Exhibit A (the “Merger Proposal”) to be executed in accordance with Section 316 of the Israeli Companies LawLaw and filed with the Companies Registrar, and (b) the Company shall call the Company General Meeting no later than the third (3rd) Business Day after the date of this Agreement as set forth in Section 6.5, it being understood that the sole shareholder of Merger Sub has approved the Merger contemporaneously with the execution of this Agreement, and (c) within three (3) days from the date of notice of the Company General Meeting, each of the Company and Merger Sub shall deliver and file the Merger Proposal with the Companies Registrar in accordance with Section 317(a) of the Israeli Companies Law. Each of the Company and Merger Sub shall cause a copy of the Merger Proposal to be delivered to each of their secured creditors, if any, creditors no later than three (3) days after the date on which the Merger Proposal is delivered to the Companies Registrar, and shall promptly inform its nonsecured creditors, if any, non-secured creditors of the Merger Proposal and its contents in accordance with Section 318 of the Israeli Companies Law and the regulations promulgated thereunderLaw. Subject to the Israeli Companies Law, promptly Promptly after the Company and Merger Sub shall have complied with the preceding sentence, but in any event no more than three (3) Business Days following the date on which such notice was sent to the creditors, the Company and Merger Sub shall inform the Companies Registrar, in accordance with Section 317(b) of the Israeli Companies Law, that notice was given to their respective creditors pursuant to under Section 318 of the Israeli Companies Law and the regulations promulgated thereunderLaw. In addition to the above, each of the Company and, if applicable, Merger Sub, shall (i) publish a notice to its creditors, stating that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at the office of the Companies Registrar, the Company’s registered offices, offices or Merger Sub’s registered offices, as applicable, and at such other locations as the Company or Merger Sub, as applicable, may determine, in (1A) two daily Hebrew newspapers circulated in Israel, on the day that the Merger Proposal is submitted to the Companies Registrar, (2B) one a newspaper circulated in New York City, New York, no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar, and (3C) in such other manner as may be required by applicable Laws, law and regulations; (ii) within four (4) Business Days from the date of submitting the Merger Proposal to the Companies Registrar, send a notice by registered mail to all of the “Substantial Creditors” (as such term is defined in the regulations promulgated under the Israeli Companies Law) of which the Company or Merger Sub, as applicable, is aware, in which it shall state that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at such additional locations, if such locations were determined in the notice referred to in subsection (i) above, and ; (iii) send to the “workers committee” or display in a prominent place at the Company’s premises premises, a copy of the notice published in a daily Hebrew newspaper (as referred to in subsection (i)(1i)(A) above), no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar; (iv) not later than two days after the date on which the approval of the Merger by the Company’s shareholders at the Company General Meeting is received, the Company shall (in accordance with Section 317(b) of Israeli Companies Law and the regulations thereunder) inform the Companies Xxxxxxxxx of such approval, and (v) in accordance with the customary practice of the Companies Registrar, the Company and Merger Sub shall request, following coordination with Merger Sub, that the Companies Registrar declares the Merger effective and issue the Certificate of Merger upon such date as the Company and Merger Sub shall advise the Companies Registrar. For the avoidance of doubt, and notwithstanding any provision of this Agreement to the contrary, it is the intention of the Parties that the Merger shall be declared effective and the Certificate of Merger shall be issued on the Closing Date, as a condition to the Closing taking place. For purposes of this Section 6.1, “business day” shall have the meaning set forth in the Merger Regulations 5760-2000 promulgated under the Israeli Companies Law.

Merger Proposal. Subject to the Israeli Companies Law, As promptly as soon as reasonably practicable after the execution and delivery of this Agreement, (a) each of the Company and Merger Sub shall cause a merger proposal (in the Hebrew language) in a form to be agreed between the Company and Parent (the “Merger Proposal”) to be executed in accordance with Section 316 of the Israeli Companies Law, (b) the Company shall call the Company General Shareholders Meeting and Merger Sub shall call a meeting of its shareholder (the “Merger Sub Shareholder Meeting”), to be held no later than the third (3rd) Business Day after the date of this Agreement as set forth in Section 6.5, it being understood that the sole Company Shareholders Meeting and at which Parent shall cause the shareholder of Merger Sub has approved to approve this Agreement, the Merger contemporaneously with and the execution of other transactions contemplated by this Agreement, and (c) within three (3) days from the date of notice calling of the Company General Shareholders Meeting and the Merger Sub Shareholder Meeting, as applicable, each of the Company and Merger Sub Sub, shall deliver and file the Merger Proposal with the Companies Registrar in accordance with Section 317(a) of the Israeli Companies LawRegistrar. Each of the Company and Merger Sub shall cause a copy of the Merger Proposal to be delivered to each of their secured creditors, if any, creditors no later than three (3) days after the date on which the Merger Proposal is delivered to the Companies Registrar, and shall promptly inform its nonsecured creditors, if any, non-secured creditors of the Merger Proposal and its contents in accordance with Section 318 of the Israeli Companies Law and the regulations promulgated thereunderLaw. Subject to the Israeli Companies Law, promptly Promptly after the Company and Merger Sub shall have complied with the preceding sentence, but in any event no more than three (3) Business Days following the date on which such notice was sent to the creditors, the Company and Merger Sub shall inform the Companies Registrar, in accordance with Section 317(b) of the Israeli Companies Law, that notice was given to their respective creditors pursuant to under Section 318 of the Israeli Companies Law and the regulations promulgated thereunderLaw. In addition to the above, each of the Company and, if applicable, Merger Sub, shall (i) publish a notice to its creditors, stating that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at the office of the Companies Registrar, the Company’s registered offices, offices or Merger Sub’s registered offices, as applicable, and at such other locations as the Company or Merger Sub, as applicable, may determine, in (1A) two daily Hebrew newspapers circulated in Israel, on the day that the Merger Proposal is submitted to the Companies Registrar, (2B) one a newspaper circulated in New York City, New York, no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar, and (3C) in such other manner as may be required by applicable LawsLaw, (ii) within four (4) Business Days from the date of submitting the Merger Proposal to the Companies Registrar, send a notice by registered mail to all of the “Substantial Creditors” (as such term is defined in the regulations promulgated under the Israeli Companies Law) of which the Company or Merger Sub, as applicable, is aware, in which it shall state that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at such additional locations, if such locations were determined in the notice referred to in subsection sub-Section (i) above, and (iii) send to the “workers committee” or display in a prominent place at the Company’s premises premises, a copy of the notice published in a daily Hebrew newspaper (as referred to in subsection sub-Section (i)(1i)(A) above), no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar.

Merger Proposal. Subject to the Israeli Companies Law, as soon As promptly as practicable after the execution and delivery of this Agreement, : (a) each of the Company M-CO and Merger Sub shall cause a the merger proposal proposals (in the Hebrew language) in a form to be agreed between substantially the Company and Parent forms annexed hereto as Exhibit G (such proposals collectively, the “Merger Proposal”) to be executed in accordance with Section 316 of the Israeli Companies Law, ; (b) the Company M-CO shall call the Company General M-CO Shareholders Meeting no later than the third (3rd) Business Day after the date of this Agreement as set forth in Section 6.5, it being understood that the sole shareholder and Merger Sub shall call a general meeting of Merger Sub has approved the Merger contemporaneously with the execution of this AgreementSub’s shareholders, and (c) within three (3) days from the date of notice of the Company General Meeting, each of the Company M-CO and Merger Sub shall deliver and file the Merger Proposal with to the Israeli Registrar of Companies Registrar within three days from the calling of such shareholders meetings in accordance with Section 317(a) of the Israeli Companies Law. Each of the Company M-CO and Merger Sub shall cause a copy of the Merger Proposal to be delivered to each of their respective secured creditors, if any, no later than three (3) days after the date on which the Merger Proposal is delivered to the Companies RegistrarIsraeli Registrar of Companies, and each of their respective material creditors, if any, no later than three days after the date on which the Merger Proposal is delivered to the Israeli Registrar of Companies, and shall promptly inform its nonsecured creditors, if any, their respective non-secured creditors of the Merger Proposal and its contents in accordance with Section 318 of the Israeli Companies Law and the regulations promulgated thereunder. Subject to the Israeli Companies Law, promptly Promptly after the Company M-CO and Merger Sub shall have complied with the immediately preceding sentencesentence and with paragraphs (a) and (b) of this Section 6.05 below, but in any event no more than three (3) Business Days business days following the date on which such notice was sent to the creditors, the Company M-CO and Merger Sub shall inform the Companies RegistrarIsraeli Registrar of Companies, in accordance with Section 317(b) of the Israeli Companies Law, that notice was given to their respective creditors pursuant to under Section 318 of the Israeli Companies Law and the regulations promulgated thereunder. In addition to the aboveforegoing, each of the Company M-CO and, if applicable, Merger Sub, shall (i) publish a notice to its creditors, stating that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at the office of the Companies Registrar, the Company’s registered offices, or Merger Sub’s registered offices, as applicable, and at such other locations as the Company or Merger Sub, as applicable, may determine, in (1) two daily Hebrew newspapers circulated in Israel, on the day that the Merger Proposal is submitted to the Companies Registrar, (2) one newspaper circulated in New York City, New York, no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar, and (3) in such other manner as may be required by applicable Laws, (ii) within four (4) Business Days from the date of submitting the Merger Proposal to the Companies Registrar, send a notice by registered mail to all of the “Substantial Creditors” (as such term is defined in the regulations promulgated under the Israeli Companies Law) of which the Company or Merger Sub, as applicable, is aware, in which it shall state that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at such additional locations, if such locations were determined in the notice referred to in subsection (i) above, and (iii) display in a prominent place at the Company’s premises a copy of the notice published in a daily Hebrew newspaper (as referred to in subsection (i)(1) above), no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar.shall:

Merger Proposal. Subject to the Israeli Companies Law, as soon As promptly as practicable after following the execution and delivery of this Agreement, (a) each of date hereof the Company and Merger Sub shall (a) cause a merger proposal (in the Hebrew language) in a the form to be agreed between the Company and Parent of Exhibit A (the “Merger Proposal”) to be executed in accordance with Section 316 of the Israeli Companies Law, Law and (b) the Company shall call the Company General Meeting no later than the third (3rd) Business Day after the date of this Agreement as set forth in Section 6.5, it being understood that the sole shareholder of Merger Sub has approved deliver the Merger contemporaneously with Proposal to the execution of this Agreement, and (c) Companies Registrar within three (3) days from the date of notice calling of the Company General Meeting, each of the Company and Merger Sub shall deliver and file the Merger Proposal with the Companies Registrar in accordance with Section 317(a) of the Israeli Companies Lawshareholders meetings. Each of the The Company and Merger Sub shall cause a copy of the Merger Proposal to be delivered to each of their respective secured creditors, if any, no later than three (3) days after the date on which the Merger Proposal is delivered to the Companies Registrar, Registrar and shall promptly inform its nonsecured creditors, if any, their respective non-secured creditors of the Merger Proposal and its contents in accordance with Section 318 of the Israeli Companies Law and the regulations promulgated thereunderLaw. Subject to the Israeli Companies Law, promptly Promptly after the Company and Merger Sub shall have complied with the preceding sentencesentence and with clauses (i) and (ii) of this Section 5.2, but in any event no more than three (3) Business Days business days following the date on which such notice was sent to the creditors, the Company and Merger Sub shall inform the Companies Registrar, in accordance with Section 317(b) of the Israeli Companies Law, that notice was given to their respective creditors pursuant to under Section 318 of the Israeli Companies Law and the regulations promulgated thereunderLaw. In addition to the aboveforegoing, each of the Company and, if applicable, Merger Sub, shall shall: (i) publish a notice to its creditors, stating that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at the office of the Companies Registrar, the Company’s registered offices, office or Merger Sub’s registered offices, as applicable, and at such other locations as the Company or Merger Sub, as applicable, may determine, in (1A) two daily Hebrew newspapers circulated in Israelnewspapers, on the day that the Merger Proposal is submitted to the Companies Registrar, (2B) one newspaper circulated in New York Cityif required, New York, no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar, and (3) in such other manner (including in a popular newspaper in the United States) as may be required by applicable Laws, Law; (ii) within four (4) Business Days business days from the date of submitting the Merger Proposal to the Companies Registrar, send a notice by registered mail to all of the “Substantial Creditors” (as such term is defined in the regulations promulgated under the Israeli Companies Law) of which that the Company or Merger Sub, as applicable, is awareaware of, in which it shall state that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at such additional locations, if such locations were determined in the notice referred to in subsection the immediately preceding clause (i) above, ); and (iii) send to the “workers committee” or display in a prominent place at the Company’s premises premises, a copy of the notice published in a daily Hebrew newspaper (as referred to in subsection clause (i)(1i)(A) aboveof this Section 5.2), no later than three (3) Business Days business days following the day on which the Merger Proposal was submitted to the Companies Registrar.

Merger Proposal. Subject to the Israeli Companies Law, As promptly as soon as reasonably practicable after the execution and delivery of this Agreement, (a) each of the Company and Merger Sub shall cause a merger proposal (in the Hebrew language) in a the form to be agreed between the Company and Parent of Exhibit A (the “Merger Proposal”) to be executed in accordance with Section 316 of the Israeli Companies LawLaw and filed with the Companies Registrar, and (b) the Company shall call the Company General Meeting no later than the third (3rd) Business Day after the date of this Agreement as set forth in Section 6.5, it being understood that the sole shareholder of Merger Sub has approved the Merger contemporaneously with the execution of this Agreement, and (c) within three (3) days from the date of notice of the Company General Meeting, each of the Company and Merger Sub shall deliver and file the Merger Proposal with the Companies Registrar in accordance with Section 317(a) of the Israeli Companies Law. Each of the Company and Merger Sub shall cause a copy of the Merger Proposal to be delivered to each of their secured creditors, if any, creditors no later than three (3) days after the date on which the Merger Proposal is delivered to the Companies Registrar, and shall promptly inform its nonsecured creditors, if any, non-secured creditors of the Merger Proposal and its contents in accordance with Section 318 of the Israeli Companies Law and the regulations promulgated thereunderLaw. Subject to the Israeli Companies Law, promptly Promptly after the Company and Merger Sub shall have complied with the preceding sentence, but in any event no more than three (3) Business Days following the date on which such notice was sent to the creditors, the Company and Merger Sub shall inform the Companies Registrar, in accordance with Section 317(b) of the Israeli Companies Law, that notice was given to their respective creditors pursuant to under Section 318 of the Israeli Companies Law and the regulations promulgated thereunderLaw. In addition to the above, each of the Company and, if applicable, Merger Sub, shall (i) publish a notice to its creditors, stating that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at the office of the Companies Registrar, the Company’s registered offices, offices or Merger Sub’s registered offices, as applicable, and at such other locations as the Company or Merger Sub, as applicable, may determine, in (1A) two daily Hebrew newspapers circulated in Israel, on the day that the Merger Proposal is submitted to the Companies Registrar, (2B) one a newspaper circulated in New York City, New York, no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar, and (3C) in such other manner as may be required by applicable Laws, law and regulations; (ii) within four (4) Business Days from the date of submitting the Merger Proposal to the Companies Registrar, send a notice by registered mail to all of the “Substantial Creditors” (as such term is defined in the regulations promulgated under the Israeli Companies Law) of which the Company or Merger Sub, as applicable, is aware, in which it shall state that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at such additional locations, if such locations were determined in the notice referred to in subsection (i) above, and ; (iii) send to the “workers committee” or display in a prominent place at the Company’s premises premises, a copy of the notice published in a daily Hebrew newspaper (as referred to in subsection (i)(1i)(A) above), no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar; (iv) not later than two days after the date on which the approval of the Merger by the Company’s shareholders at the Company General Meeting is received, the Company shall (in accordance with Section 317(b) of Israeli Companies Law and the regulations thereunder) inform the Companies Registrar of such approval, and (v) in accordance with the customary practice of the Companies Registrar, the Company and Merger Sub shall request, following coordination with Merger Sub, that the Companies Registrar declares the Merger effective and issue the Certificate of Merger upon such date as the Company and Merger Sub shall advise the Companies Registrar. For the avoidance of doubt, and notwithstanding any provision of this Agreement to the contrary, it is the intention of the Parties that the Merger shall be declared effective and the Certificate of Merger shall be issued on the Closing Date, as a condition to the Closing taking place. For purposes of this Section ‎6.1, “business day” shall have the meaning set forth in the Merger Regulations 5760-2000 promulgated under the Israeli Companies Law.

Merger Proposal. Subject to the Israeli Companies Law, as soon As promptly as practicable after the execution and delivery of this Agreement, : (ai) each of the Company and Merger Sub shall cause a the merger proposal (in the Hebrew language) in a substantially the form to be agreed between the Company and Parent annexed hereto as Exhibit H (the “Merger Proposal”) to be executed in accordance with Section 316 of the Israeli Companies Law, (b) the Company shall call the Company General Meeting no later than the third (3rd) Business Day after the date of this Agreement as set forth in Section 6.5, it being understood that the sole shareholder of Merger Sub has approved the Merger contemporaneously with the execution of this Agreement, ; and (cii) within three (3) days from the date of notice of the Company General Meeting, each of the Company and Merger Sub shall deliver and file the Merger Proposal with to the Registrar of Companies Registrar within three days from the calling of the Company’s shareholders’ meeting in accordance with Section 317(a) of the Israeli Companies Law. Each of the The Company and Merger Sub shall cause a copy of the Merger Proposal to be delivered to each of their respective secured creditors, if any, no later than three (3) days after the date on which the Merger Proposal is delivered to the Companies RegistrarRegistrar of Companies, and each of their respective material creditors, if any, no later than three days after the date on which the Merger Proposal is delivered to the Registrar of Companies, and shall promptly inform its nonsecured creditors, if any, their respective non-secured creditors of the Merger Proposal and its contents in accordance with Section 318 of the Israeli Companies Law and the regulations promulgated thereunder. Subject to the Israeli Companies Law, promptly Promptly after the Company and Merger Sub shall have complied with the immediately preceding sentencesentence and with paragraphs 7.9(a) through 7.9 (d) of this Section 7.7, but in any event no more than three (3) Business Days days following the date on which such notice was sent to the creditors, the Company and Merger Sub shall inform the Companies RegistrarRegistrar of Companies, in accordance with Section 317(b) of the Israeli Companies Law, that notice was given to their respective creditors pursuant to under Section 318 of the Israeli Companies Law and the regulations promulgated thereunder. In addition to the aboveforegoing, each of the Company and, if applicable, Merger Sub, shall (i) publish a notice to its creditors, stating that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at the office of the Companies Registrar, the Company’s registered offices, or Merger Sub’s registered offices, as applicable, and at such other locations as the Company or Merger Sub, as applicable, may determine, in (1) two daily Hebrew newspapers circulated in Israel, on the day that the Merger Proposal is submitted to the Companies Registrar, (2) one newspaper circulated in New York City, New York, no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar, and (3) in such other manner as may be required by applicable Laws, (ii) within four (4) Business Days from the date of submitting the Merger Proposal to the Companies Registrar, send a notice by registered mail to all of the “Substantial Creditors” (as such term is defined in the regulations promulgated under the Israeli Companies Law) of which the Company or Merger Sub, as applicable, is aware, in which it shall state that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at such additional locations, if such locations were determined in the notice referred to in subsection (i) above, and (iii) display in a prominent place at the Company’s premises a copy of the notice published in a daily Hebrew newspaper (as referred to in subsection (i)(1) above), no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar.shall:

Merger Proposal. Subject to the Israeli Companies Law, as soon As promptly as practicable after the execution and delivery of this Agreement, : (ai) each of the Company Enlivex and Merger Sub shall cause a the merger proposal (in the Hebrew language) in a substantially the form to be agreed between the Company and Parent annexed hereto as Exhibit C (the “Merger Proposal”) to be executed in accordance with Section 316 of the Israeli Companies Law, (b) the Company shall call the Company General Meeting no later than the third (3rd) Business Day after the date of this Agreement as set forth in Section 6.5, it being understood that the sole shareholder of Merger Sub has approved the Merger contemporaneously with the execution of this Agreement, ; and (cii) within three (3) days from the date of notice of the Company General Meeting, each of the Company Enlivex and Merger Sub shall deliver and file the Merger Proposal with to the Israeli Registrar of Companies Registrar within three days from the calling of the Enlivex Shareholders Meeting in accordance with Section 317(a) of the Israeli Companies Law. Each of the Company Enlivex and Merger Sub shall cause a copy of the Merger Proposal to be delivered to each of their respective secured creditors, if any, no later than three (3) days after the date on which the Merger Proposal is delivered to the Companies RegistrarIsraeli Registrar of Companies, and each of their respective material creditors, if any, no later than three days after the date on which the Merger Proposal is delivered to the Israeli Registrar of Companies, and shall promptly inform its nonsecured creditors, if any, their respective non-secured creditors of the Merger Proposal and its contents in accordance with Section 318 of the Israeli Companies Law and the regulations promulgated thereunder. Subject to the Israeli Companies Law, promptly Promptly after the Company Enlivex and Merger Sub shall have complied with the immediately preceding sentencesentence and with paragraphs (a) through (d) of this Section 6.04 below, but in any event no more than three (3) Business Days days following the date on which such notice was sent to the creditors, the Company Enlivex and Merger Sub shall inform the Companies RegistrarIsraeli Registrar of Companies, in accordance with Section 317(b) of the Israeli Companies Law, that notice was given to their respective creditors pursuant to under Section 318 of the Israeli Companies Law and the regulations promulgated thereunder. In addition to the aboveforegoing, each of the Company Enlivex and, if applicable, Merger Sub, shall (i) publish a notice to its creditors, stating that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at the office of the Companies Registrar, the Company’s registered offices, or Merger Sub’s registered offices, as applicable, and at such other locations as the Company or Merger Sub, as applicable, may determine, in (1) two daily Hebrew newspapers circulated in Israel, on the day that the Merger Proposal is submitted to the Companies Registrar, (2) one newspaper circulated in New York City, New York, no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar, and (3) in such other manner as may be required by applicable Laws, (ii) within four (4) Business Days from the date of submitting the Merger Proposal to the Companies Registrar, send a notice by registered mail to all of the “Substantial Creditors” (as such term is defined in the regulations promulgated under the Israeli Companies Law) of which the Company or Merger Sub, as applicable, is aware, in which it shall state that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at such additional locations, if such locations were determined in the notice referred to in subsection (i) above, and (iii) display in a prominent place at the Company’s premises a copy of the notice published in a daily Hebrew newspaper (as referred to in subsection (i)(1) above), no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar.shall:

Merger Proposal. Subject to the Israeli Companies Law, as soon As promptly as practicable after the execution and delivery of this Agreement, : (a) each of the Company and Merger Sub shall cause a merger proposal (in the Hebrew language) in a the form to be agreed between the Company and Parent of Exhibit D (the “"Merger Proposal”") to be executed in accordance with Section 316 of the Israeli Companies Law, ; (b) the Company and Merger Sub shall call the Company General Shareholders Meeting no later than the third (3rd) Business Day after the date of this Agreement as set forth in Section 6.5, it being understood that the sole shareholder and a general meeting of Merger Sub has approved the Merger contemporaneously with the execution of this AgreementSub's shareholders, respectively, and (c) each of Company and Merger Sub shall deliver the Merger Proposal to the Companies Registrar within three (3) days from the date calling of notice of the Company General Meeting, each of the Company and Merger Sub shall deliver and file the Merger Proposal with the Companies Registrar in accordance with Section 317(a) of the Israeli Companies Lawsuch shareholders meetings. Each of the The Company and Merger Sub shall cause a copy of the Merger Proposal to be delivered to each of their respective secured creditors, if any, no later than three (3) days after the date on which the Merger Proposal is delivered to the Companies Registrar, Registrar and shall promptly inform its nonsecured creditors, if any, their respective non-secured creditors of the Merger Proposal and its contents in accordance with Section 318 of the Israeli Companies Law and the regulations promulgated thereunderthereunder and as set forth in subsections (a) and (b) below. Subject to the Israeli Companies Law, promptly Promptly after the Company and Merger Sub shall have complied with the preceding sentencesentence and with subsections (a) and (b) below, but in any event no more than three (3) Business Days business days following the date on which such notice was sent to the creditors, the Company and Merger Sub shall inform the Companies Registrar, in accordance with Section 317(b) of the Israeli Companies Law, that notice was given to their respective creditors pursuant to under Section 318 of the Israeli Companies Law and the regulations promulgated thereunder. In addition to Without derogating from the above, each of the Company and, if applicable, Merger Sub, shall (i) publish a notice to its creditors, stating that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at the office of the Companies Registrar, the Company’s registered offices, or Merger Sub’s registered offices, as applicable, and at such other locations as the Company or Merger Sub, as applicable, may determine, in (1) two daily Hebrew newspapers circulated in Israel, on the day that the Merger Proposal is submitted to the Companies Registrar, (2) one newspaper circulated in New York City, New York, no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar, and (3) in such other manner as may be required by applicable Laws, (ii) within four (4) Business Days from the date of submitting the Merger Proposal to the Companies Registrar, send a notice by registered mail to all of the “Substantial Creditors” (as such term is defined in the regulations promulgated under the Israeli Companies Law) of which the Company or Merger Sub, as applicable, is aware, in which it shall state that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at such additional locations, if such locations were determined in the notice referred to in subsection (i) above, and (iii) display in a prominent place at the Company’s premises a copy of the notice published in a daily Hebrew newspaper (as referred to in subsection (i)(1) above), no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar.shall:

Merger Proposal. (a) Subject to the Israeli Companies LawICL and the regulations promulgated thereunder, as soon promptly as practicable after following the execution and delivery of this Agreement, (a) each of date hereof the Company and Merger Sub Sub, as applicable, shall take the following actions within the timeframes set forth herein: (a) cause a merger proposal (in the Hebrew language) in a form to be agreed between the Company and Parent (the “Merger Proposal”) to be executed in accordance with Section 316 of the Israeli Companies LawICL, (b) the Company shall call the Company General Meeting no later than the third (3rd) Business Day after the date of this Agreement as set forth in Section 6.5, it being understood that the sole shareholder of Merger Sub has approved deliver the Merger contemporaneously with Proposal to the execution of this Agreement, and (c) Companies Registrar within three (3) days from the date of notice calling of the Company General Shareholders Meeting, each of (c) the Company and Merger Sub shall deliver and file the Merger Proposal with the Companies Registrar in accordance with Section 317(a) of the Israeli Companies Law. Each of the Company and Merger Sub shall cause a copy of the Merger Proposal to be delivered to each of their its secured creditors, if any, no later than three (3) days after the date on which the Merger Proposal is delivered to the Companies Registrar, and shall promptly inform its nonsecured creditors, if any, of the Merger Proposal and its contents in accordance with Section 318 of the Israeli Companies Law and the regulations promulgated thereunder. Subject to the Israeli Companies Law, (d) promptly after the Company and Merger Sub shall have complied with the preceding sentencesentence and with clauses (i) and (ii) of this Section 5.13(a), but in any event no more than three (3) Business Days days following the date on which such notice was sent to the creditors, the Company and Merger Sub shall inform the Companies Registrar, in accordance with Section 317(b) of the Israeli Companies LawICL, that notice was given to their respective creditors pursuant to creditors, if any, under Section 318 of the Israeli Companies Law ICL (and the regulations promulgated thereunder. In addition to the above), (e) each of the Company and, if applicable, Merger Sub, shall shall: (i) publish a notice to its creditors, stating that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at the office of the Companies Registrar, the Company’s registered offices, office or Merger Sub’s registered offices, as applicable, and at such other locations as the Company or Merger Sub, as applicable, may determine, in (1A) two daily Hebrew newspapers circulated in Israelnewspapers, on the day that the Merger Proposal is submitted to the Companies Registrar, (2B) one in a popular newspaper circulated in New York City, New York, no later than three (3) Business Days following the day on which the Merger Proposal was submitted to the Companies Registrar, and (3) in such other manner as may be required by applicable Laws, Law; (ii) within four (4) Business Days business days from the date of submitting the Merger Proposal to the Companies Registrar, send a notice by registered mail to all of the “Substantial Creditors” (as such term is defined in the regulations promulgated under the Israeli Companies LawICL) of which that the Company or Merger Sub, as applicable, is awareaware of, in which it shall state that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at such additional locations, if such locations were determined in the notice referred to in subsection the immediately preceding clause (i) above, ); and (iii) send to the Company’s “employees committee” (Va’ad Ovdim) (if any) or display in a prominent place at the Company’s premises a copy of the notice published in a daily Hebrew newspaper (as referred to in subsection clause (i)(1i)(A) aboveof this Section 5.13(a)), no later than three (3) Business Days business days following the day on which the Merger Proposal was submitted to the Companies Registrar., (f) not later than three (3) days after the date on which the Company Shareholder Approval is received, the Company shall (in accordance with Section 317(b) of ICL and the regulations thereunder) inform the Companies Registrar of such approval, and (g) in accordance with the customary practice of the Companies Registrar, the Company and Merger Sub shall request, following coordination with Merger Sub, that the Companies Registrar declare the Merger effective and issue the Certificate of Merger upon such date as the Company and Merger Sub shall advise the Companies Registrar. For the avoidance of doubt, and notwithstanding any provision of this Agreement to the contrary, it is the intention of the parties that the Merger shall be declared effective and the Certificate of Merger shall be issued on the Closing Date, as a condition to the Closing taking place. For purposes of this Section 5.13(a), “