Common use of Share Options Clause in Contracts

Share Options. Except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to the share options (the “Share Options”) granted pursuant to the Company Share Plans, (i) each Share Option intended to qualify as an “incentive share option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and, to the knowledge of the Company (other than with respect to the execution and delivery by the Company) the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made, in all material respects, in accordance with the terms of the Company Share Plans, the 1934 Act and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Capital Market and any other exchange on which Company securities are traded, and (iv) each such grant was properly accounted for in accordance with IFRS in the financial statements (including the related notes) of the Company. Each Company Share Plan is accurately described in all material respects in the Registration Statement, the General Disclosure Package and the Prospectus. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its results of operations or prospects.

Share Options. Except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with With respect to the share options or other equity awards or rights to acquire Common Shares, including, without limitation, restricted stock unit awards (together, the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each Share Option intended to qualify as an “incentive share stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and, to the knowledge of the Company (other than with respect to the execution and delivery by the Company) the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made, in all material respects, made in accordance with the terms of the Company Share Plans, the 1934 Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Capital Market New York Stock Exchange (the “NYSE”) and any other exchange on which Company securities are traded, and (iv) each such grant was properly accounted for in accordance with IFRS U.S. GAAP in the financial statements (including the related notes) of the Company. Each Company Share Plan is accurately described in all material respects in the Registration Statement, the General Disclosure Package and the Prospectus. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospectsoperations.

Share Options. Except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with With respect to the share options and RSUs (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), except as would not reasonably be expected to result in a Material Adverse Effect, (i) each Share Option intended to qualify as an “incentive share option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), ) so qualifies, (ii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consentsrequisite majority, and, to the knowledge of the Company (other than with respect to the execution and delivery by the Company) the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made, in all material respects, made in accordance with the terms of the Company Share Plans, the 1934 Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Capital Global Select Market (the “Nasdaq Market”) and any other exchange on which Company securities are traded, and including, where applicable, the compensation policy of the Company for directors and officers, (iv) each such grant was properly accounted for in accordance with IFRS GAAP in the financial statements (including the related notes) of the Company. Each Company Share Plan is accurately described in all material respects and disclosed in the Registration StatementCompany’s filings with the Commission in accordance with the Exchange Act and all other applicable laws and (v) each Share Option purported to be issued under Section 102 of the Israel Income Tax Ordinance (New Version), 5721-1961 qualifies for treatment under that section and for treatment under either the General Disclosure Package and capital gains track or the Prospectusemployment income track, as was indicated with respect to each such Share Option at the date that such Share Option was granted. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

Share Options. Except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with With respect to the share options (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each Share Option purported to be issued pursuant to Section 102 of the Income Tax Ordinance [New Version] — 1961 qualifies for treatment under that section and for treatment under either the capital gains track or the employment income track, as was indicated with respect to each such Share Option at the date that such Share Option was granted, (ii) each Share Option intended to qualify as an “incentive share stock option” under Section 422 of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (iiiii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, action including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and, to the knowledge of the Company (other than with respect to the execution and delivery by the Company) the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iiiiv) each such grant was made, recorded and, if applicable, deposited in all material respectsa timely manner with a trustee, in accordance with the terms of the Company Share Plans, the 1934 Act Plans and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Capital Market requirements and any other exchange on which Company securities are tradedadministrative guidelines, and (ivv) each such grant was properly accounted for in accordance with IFRS GAAP in the financial statements (including the related notes) of the Company. Each Company Share Plan is accurately described in all material respects and disclosed in the Registration Statement, Company’s filings with the General Disclosure Package Commission in accordance with the Exchange Act and the Prospectusall other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Stock Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

Share Options. Except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with With respect to the share options or other equity awards or rights to acquire Common Shares, including, without limitation, restricted stock unit awards (together, the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each Share Option intended to qualify as an “incentive share stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and, to the knowledge of the Company (other than with respect to the execution and delivery by the Company) the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made, in all material respects, made in accordance with the terms of the Company Share Plans, the 1934 Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Capital Market New York Stock Exchange (the “NYSE”) and any other exchange on which Company securities are traded, and (iv) each such grant was properly accounted for in accordance with IFRS U.S. GAAP in the financial statements (including the related notes) of the Company. Each Company Share Plan is accurately described in all material respects and disclosed in the Registration Statement, Company’s filings with the General Disclosure Package Commission in accordance with the Exchange Act and the Prospectusall other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospectsoperations.

Share Options. Except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with With respect to the share options (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) each Share Option intended to qualify as an “incentive share option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and, to the Company’s knowledge of the Company (other than with respect to the due execution and delivery by the Company) ), the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iiiii) each such grant was made, in all material respects, made in accordance with the terms of the Company Share Plans, the 1934 Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Capital Global Market and any other exchange on which Company securities are traded, (the “Exchange”) and (iviii) each such grant was properly accounted for in accordance with IFRS GAAP in the financial statements (including the related notes) of the Company. Each Company Share Plan is accurately described in all material respects and disclosed in the Registration Statement, Company’s filings with the General Disclosure Package Commission in accordance with the Exchange Act and the Prospectusall other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects. 1 For purposes of this Agreement, the term “non-assessable,” which has no recognized meaning under English law, means that under the Companies ▇▇▇ ▇▇▇▇, the articles of association of the Company and any resolution taken under the articles of association of the Company approving the issuance of the Shares, no holder of such Shares is liable, solely because of such holder’s status as a holder of such Shares, to pay any additional amounts to the Company or its creditors.

Share Options. Except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with With respect to the share options or other equity awards or rights to acquire Ordinary Shares (together, the “Share Options”) granted pursuant to the share-based compensation plans of the Company Share and its subsidiaries (each, a “Company Plan” and, together, the “Company Plans”), (i) each Share Option purported to be issued under Section 102 of the Israel Income Tax Ordinance (New Version), 5721-1961 qualifies for treatment under that section and for treatment under either the capital gains track or the employment income track, as was indicated with respect to each such Share Option at the date that such share Option was granted, (ii) each Share Option intended to qualify as an “incentive share stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), ) so qualifies, (iiiii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and, to the knowledge of the Company (other than with respect to the execution and delivery by the Company) the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iiiiv) each such grant was made, in all material respects, made in accordance with the terms of the Company Share Plans, the 1934 Act Plans and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Capital Market and any other exchange on which Company securities are traded, and (ivv) each such grant was properly accounted for in accordance with IFRS GAAP in the financial statements (including the related notes) of the Company. Each Company Share Plan is accurately described in all material respects in the Registration Statement, the General Disclosure Package and the Prospectus. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.