Common use of Ruling Clause in Contracts

Ruling. Each of the parties hereby acknowledges that it is familiar with the terms and conditions of a ruling obtained from the Israeli Tax Authorities with respect to the Transaction (the “Ruling”) and undertakes to comply with the terms and conditions of the Ruling to the fullest extent applicable to it. Notwithstanding the foregoing, the Investor agrees to permit Bronicki to sell up to such number of shares of Ormat Technologies equal to 1,300,000 multiplied by the Exchange Ratio, as part of the 10% of Investor's shares of Ormat Technologies that the Investor is permitted to sell during the two-year restrictions period applicable to the Ruling; provided, however, that (i) such shares are sold at a price per share that is not less than U.S. Dollar equivalent of NIS 25.00, calculated based on the representative exchange rate of US$-NIS on the Effective Date (or, if not published on the Effective Date, last preceding rate known then) divided by the Exchange Ratio, (ii) the shares are sold only after Bronicki has sold all of the 10% of its shares of Ormat Technologies that it is permitted to sell during the two-year restrictions period applicable to the Ruling, and (iii) notwithstanding the provisions of Section 1.1.3 above, any sale of one or more of such shares by Bronicki shall be deemed to constitute a fall by Bronicki below the First Threshold.