Common use of Tax Rulings Clause in Contracts

Tax Rulings. (a) As soon as practicable after the date of this Agreement, and no later than five (5) Business Days after the date hereof, the Company shall instruct its Israeli counsel, advisors and/or accountants to prepare and file with the ITA an application for a ruling (which shall be confirmed by Parent prior to its submission) confirming that (i) the cancellation and exchange of the Company 102 Options in accordance with ‎Section 2.7(c), the Company 000 XXXx in accordance with ‎Section 2.7(d) and conversion of the Company 102 Shares in accordance ‎Section 2.7(a)(i) shall not be regarded as a violation of the “requisite holding period” (as such term is defined in Section 102 of the Ordinance) so long as the respective Option Consideration, RSUs Consideration and the Merger Consideration are deposited with the 102 Trustee until the end of the respective holding period and (ii) the deposit of the respective Option Consideration, RSUs Consideration and Merger Consideration with the Paying Agent and the 102 Trustee shall not be subject to any withholding obligation (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Options Tax Ruling”). The Company shall include in the request for the Options Tax Ruling a request to exempt Parent, the Surviving Company, the Paying Agent and their respective agents from any withholding obligation. If the Option Tax Ruling is not granted prior to the Closing or in accordance with the instructions of the ITA, the Company shall seek to obtain prior to the Closing an interim tax ruling confirming, among other things, that Parent and any Person acting on its behalf (including the Paying Agent) shall be exempt from Israeli withholding tax in relation to any payments made with respect to any Company Options, Company Shares or Company RSUs (whether or not subject to Section 102 of the Ordinance) to the, Paying Agent, the 102 Trustee or the Company in connection with the Merger (the “Interim Option Tax Ruling”). To the extent that prior to the Closing an Interim Option Tax Ruling shall have been obtained, then all references herein to the Option Tax Ruling shall be deemed to refer to such Interim Option Tax Ruling, until such time that a final definitive Option Tax Ruling is obtained.

Tax Rulings. (a) As soon as practicable after the date of this Agreement, and no later than five (5) Business Days after the date hereof, the Company shall instruct its Israeli counsel, advisors and/or accountants to prepare and file with the ITA an application for a ruling (which shall be confirmed by Parent prior to its submission) confirming that (i) the cancellation and exchange of the Company 102 Options in accordance with ‎Section Section 2.7(c), the Company 000 XXXx in accordance with ‎Section 2.7(d) and conversion of the Company 102 Shares in accordance ‎Section Section 2.7(a)(i) shall not be regarded as a violation of the “requisite holding period” (as such term is defined in Section 102 of the Ordinance) so long as the respective Option Consideration, RSUs Consideration and the Merger Consideration are deposited with the 102 Trustee until the end of the respective holding period and (ii) the deposit of the respective Option Consideration, RSUs Consideration and Merger Consideration with the Paying Agent and the 102 Trustee shall not be subject to any withholding obligation (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Options Option Tax Ruling”). The Company shall include in the request for the Options Option Tax Ruling a request to exempt Parent, the Surviving Company, the Paying Agent and their respective agents from any withholding obligationobligation in relation to any payments made with respect to any Company 102 Options or Company 102 Shares. If the Option Tax Ruling is not granted prior to the Closing or in accordance with the instructions of the ITA, the Company shall seek to obtain prior to the Closing an interim tax ruling confirming, among other things, that Parent and any Person acting on its behalf (including the Paying Agent) shall be exempt from Israeli withholding tax in relation to any payments made with respect to any Company Options, Company Shares 102 Options or Company RSUs (whether or not subject to Section 102 of the Ordinance) Shares to the, Paying Agent, the 102 Trustee or the Company in connection with the Merger (the “Interim Option Tax Ruling”). To the extent that prior to the Closing an Interim Option Tax Ruling shall have been obtained, then all references herein to the Option Tax Ruling shall be deemed to refer to such Interim Option Tax Ruling, until such time that a final definitive Option Tax Ruling is obtained.

Tax Rulings. (a) As soon as practicable after the date of this Agreement, and no later than five (5) Business Days after the date hereof, the Company shall instruct its Israeli counsel, advisors and/or accountants to prepare and file with the ITA an application for a ruling (which shall be confirmed by Parent prior to its submission) confirming that (i) the cancellation and exchange of the Company 102 Options in accordance with ‎Section Section 2.7(c), the Company 000 XXXx in accordance with ‎Section Section 2.7(d) and conversion of the Company 102 Shares in accordance ‎Section Section 2.7(a)(i) shall not be regarded as a violation of the “requisite holding period” (as such term is defined in Section 102 of the Ordinance) so long as the respective Option Consideration, RSUs Consideration and the Merger Consideration are deposited with the 102 Trustee until the end of the respective holding period and (ii) the deposit of the respective Option Consideration, RSUs Consideration and Merger Consideration with the Paying Agent and the 102 Trustee shall not be subject to any withholding obligation (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Options Tax Ruling”). The Company shall include in the request for the Options Tax Ruling a request to exempt Parent, the Surviving Company, the Paying Agent and their respective agents from any withholding obligation. If the Option Tax Ruling is not granted prior to the Closing or in accordance with the instructions of the ITA, the Company shall seek to obtain prior to the Closing an interim tax ruling confirming, among other things, that Parent and any Person acting on its behalf (including the Paying Agent) shall be exempt from Israeli withholding tax in relation to any payments made with respect to any Company Options, Company Shares or Company RSUs (whether or not subject to Section 102 of the Ordinance) to the, Paying Agent, the 102 Trustee or the Company in connection with the Merger (the “Interim Option Tax Ruling”). To the extent that prior to the Closing an Interim Option Tax Ruling shall have been obtained, then all references herein to the Option Tax Ruling shall be deemed to refer to such Interim Option Tax Ruling, until such time that a final definitive Option Tax Ruling is obtained.

Tax Rulings. (a) As soon as practicable after the date of this Agreement, and no later than five fifteen (515) Business Days after the date hereof, the Company shall instruct its Israeli counsel, advisors and/or accountants to prepare and file with the ITA an application for a ruling (which shall be confirmed approved by Parent or its Israeli tax advisors prior to its submissionsubmission and which approval shall not be unreasonably withheld, conditioned or delayed) confirming that (i) the cancellation and exchange of the Company 102 Options in accordance with ‎Section 2.7(c), the and Company 000 XXXx in accordance with ‎Section 2.7(d) and conversion of the Company 102 Shares Shares, each in accordance ‎Section 2.7(a)(i) with ‎ARTICLE II, shall not be regarded as a violation of the “requisite holding period” (as such term is defined in Section 102 of the Ordinance) so long as the respective Option Consideration, RSUs RSU Consideration and the Merger Consideration Consideration, as applicable, are deposited with the 102 Trustee until the end of the respective holding period and (ii) the deposit of the respective Option Consideration, RSUs RSU Consideration and the Merger Consideration Consideration, as applicable, with the Paying Agent and the 102 Trustee shall not be subject to any withholding obligation (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Options Option Tax Ruling”). The Company shall include in the request for the Options Option Tax Ruling a request to exempt ParentParent or its Affiliates, the Surviving Company, the Paying Agent and their respective agents from any withholding obligationobligation in relation to any payments made with respect to any Company 102 Options, Company 3(i) Options, Company 102 RSUs or Company 102 Shares. If the Option Tax Ruling is not granted prior to the Closing or in accordance with the instructions of the ITA, the Company shall seek to obtain prior to the Closing an interim tax Tax ruling confirming, among other things, that Parent Parent, its Affiliates and any Person acting on its behalf (including the Paying Agent) shall be exempt from Israeli withholding tax Tax in relation to any payments made with respect to any Company 102 Options, Company Shares 3(i) Options, Company 102 RSUs or Company RSUs (whether or not subject to Section 102 of the Ordinance) Shares to the, Paying Agent, the 102 Trustee or the Company in connection with the Merger (the “Interim Option Tax Ruling”). To the extent that prior to the Closing an Interim Option Tax Ruling shall have been obtained, then all references herein to the Option Tax Ruling shall be deemed to refer to such Interim Option Tax Ruling, until such time that a final definitive Option Tax Ruling is obtained.

Tax Rulings. (a) As soon as practicable after the date of this Agreement, and no later than five (5) Business Days after the date hereof, the Company shall instruct its Israeli counsel, advisors and/or accountants to prepare and file with the ITA an application for a ruling (which shall be confirmed approved by Parent Newco prior to its submissionsubmission and which approval shall not be unreasonably withheld, conditioned or delayed) confirming that (i) that the cancellation and exchange of the Company 102 Options in accordance with ‎Section 2.7(c), the Company 000 XXXx in accordance with ‎Section 2.7(d) and conversion of the Company 102 Options, Company 102 RSUs and Company 102 Shares in accordance ‎Section 2.7(a)(iwith Section 1.4(c)(i), Section 1.4(c)(ii) or Section 1.4(b), as applicable, shall not be regarded as a violation of the “requisite holding period” (as such term is defined in Section 102 of the Ordinance) so long as the respective Option Consideration, RSUs Consideration and the Merger Consideration applicable 102 Amounts are deposited with the Section 102 Trustee until the end of the respective holding period and period, (ii) that the deposit of the respective Option Consideration, RSUs Consideration and Merger Consideration applicable 102 Amounts with the Paying Payment Agent and the Section 102 Trustee shall not be subject to any withholding obligation and (iii) the tax treatment of the Contingent Option Consideration and Contingent RSU Consideration paid with respect to Section 102 Options and Section 000 XXXx (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Options Tax Ruling”). The Company shall include in the request for the Options Tax Ruling a request to exempt ParentNewco, the Surviving CompanyCorporation, the Paying Payment Agent and their respective agents from any withholding obligationobligation with respect to consideration paid for Section 102 Securities. If the Option Tax Ruling is not granted prior to the Closing or in accordance with the instructions of the ITA, the Company The initial request shall seek to obtain prior to the Closing be filed as a fast track ruling request for an interim tax ruling approval confirming, among other things, that Parent Newco and any Person acting on its behalf (including the Paying AgentPayment Agent and the Surviving Corporation) shall be exempt from Israeli withholding tax Tax in relation to any payments made with respect to any Company Options, Company Shares or Company RSUs (whether or not subject to Section 102 of Securities to the Ordinance) to the, Paying Payment Agent, the Section 102 Trustee or the Company in connection with the Merger (the “Interim Option Tax Ruling”). To the extent that prior to the Closing an only the Interim Option Tax Ruling shall have been obtained, then all references herein to the Option Tax Ruling shall be deemed to refer to such Interim Option Tax Ruling, until such time that a final definitive Option Tax Ruling is obtained.

Tax Rulings. (a) As soon as practicable after the date of this Agreement, and no later than five two (52) Business Days after the date hereof, the Company shall instruct its Israeli counsel, advisors and/or accountants to prepare and file with the ITA an application for a ruling (which shall be confirmed by Parent prior to its submission) confirming that (i) the cancellation and exchange substitution of the Company 102 Options in accordance with ‎Section 2.7(c), Section 1.7 and the Company 000 XXXx in accordance with ‎Section 2.7(d) and conversion transfer of the Company 102 Shares in accordance ‎Section 2.7(a)(i) with Section 1.6 shall not be regarded as a violation of the “requisite holding period” (as such term is defined in Section 102 of the Ordinance) so long as the respective Option Consideration, RSUs RSU Consideration and the Merger Consideration are deposited with the 102 Trustee until the end of the respective holding period and (ii) the deposit of the respective Option Consideration, RSUs RSU Consideration and Merger Consideration with the Paying Payment Agent and the 102 Trustee shall not be subject to any withholding obligation (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Options Option Tax Ruling”). The Company shall include in the request for the Options Option Tax Ruling a request to exempt Parent, the Surviving Company, the Paying Payment Agent and their respective agents from any withholding obligationobligation in relation to any payments made with respect to any Company 102 Options or Company 102 Shares. If the Option Tax Ruling is not granted prior to the Closing or in accordance with the instructions of the ITA, the Company shall seek to obtain prior to the Closing an interim tax ruling confirming, among other things, that Parent and any Person acting on its behalf (including the Paying Payment Agent) shall be exempt from Israeli withholding tax in relation to any payments made with respect to any Company Options, Company Shares RSUs or Company RSUs (whether or not subject to Section 102 of the Ordinance) Shares to the, Paying Payment Agent, the 102 Trustee or the Company in connection with the Merger (the “Interim Option Tax Ruling”). To the extent that prior to the Closing an Interim Option Tax Ruling shall have been obtained, then all references herein to the Option Tax Ruling shall be deemed to refer to such Interim Option Tax Ruling, until such time that a final definitive Option Tax Ruling is obtained.

Tax Rulings. (a) As soon as practicable after the date of this Agreement, and no later than five (5) Business Days after the date hereof, the Company shall instruct its Israeli counsel, advisors and/or accountants to prepare and file with the ITA an application for a ruling (which shall be confirmed by Parent prior to its submission) confirming that (i) the cancellation and exchange of the Company Section 102 Options Awards in accordance with ‎Section 2.7(cSection 2.3(a), the Company 000 XXXx in accordance with ‎Section 2.7(dSection 2.3(b), Section 2.3(c), Section 2.3(d), Section 2.3(e) and conversion of the Company Section 102 Shares in accordance ‎Section 2.7(a)(iSection 2.1(a) shall not be regarded as a violation of the “requisite holding period” (as such term is defined in Section 102 of the Ordinance) so long as the respective Option Consideration, payment in respect of Cashed-Out Company RSUs Consideration and the Per Share Merger Consideration are deposited with the 102 Trustee until the end of the respective holding period and (ii) the deposit of the respective Option Consideration, payment in respect of Cashed-Out Company RSUs Consideration and the Per Share Merger Consideration with the Paying Exchange Agent and the 102 Trustee shall not be subject to any withholding obligation and (iii) that the assumption of Company RSUs and Company PSUs which are Section 102 Awards pursuant to Section 2.3(c) and 2.3(e) shall not constitute a taxable event and that tax continuity shall apply with respect to the Assumed RSUs and Assumed PSUs (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Options Tax Ruling”). The Company shall include in the request for the Options Tax Ruling a request to exempt Parent, the Surviving Company, the Paying Exchange Agent and their respective agents from any withholding obligation. If the Option Options Tax Ruling is not granted prior to the Closing or in accordance with the instructions of the ITA, the Company shall seek to obtain prior to the Closing an interim tax ruling confirming, among other things, that Parent and any Person acting on its behalf (including the Paying Exchange Agent) shall be exempt from Israeli withholding tax Tax in relation to any payments made with respect to any Company Options, Section 102 Shares, Company Shares RSUs or Company RSUs PSUs (whether or not subject to Section 102 of the Ordinance) to the, Paying Exchange Agent, the 102 Trustee or the Company in connection with the Merger (the “Interim Option Options Tax Ruling”). To the extent that prior to the Closing an Interim Option Options Tax Ruling shall have been obtained, then all references herein in this Agreement to the Option Options Tax Ruling shall be deemed to refer to such Interim Option Options Tax Ruling, until such time that a final definitive Option Options Tax Ruling is obtained.

Tax Rulings. (a) As soon as practicable after the date of this Agreement, and no later than five (5subject to Section 6.11(c) Business Days after the date hereofbelow, the Company shall instruct its Israeli counsel, advisors and/or accountants to prepare and file with the ITA an application for a ruling (which shall be confirmed by Parent prior to its submission) confirming that (i) the cancellation and exchange of the Company Section 102 Options Awards in accordance with ‎Section 2.7(cSection 2.3(a), the Company 000 XXXx in accordance with ‎Section 2.7(dSection 2.3(b), Section 2.3(c), Section 2.3(d), Section 2.3(e) and conversion of the Company Section 102 Shares in accordance ‎Section 2.7(a)(iwith Section 2.1(a) shall not be regarded as a violation of the “requisite holding period” (as such term is defined in Section 102 of the Ordinance) so long as the respective Vested Option Consideration, payment in respect of Cashed-Out Company RSUs Consideration and the Per Share Merger Consideration are deposited with the 102 Trustee until the end of the respective holding period and period, (ii) the deposit of the respective Vested Option Consideration, payment in respect of Cashed-Out Company RSUs Consideration and the Per Share Merger Consideration with the Paying Exchange Agent and the 102 Trustee shall not be subject to any withholding obligation and (iii) that the assumption of Company RSUs and Company PSUs which are Section 102 Awards pursuant to Section 2.3(d) and Section 2.3(e) shall not constitute a taxable event and that tax continuity shall apply with respect to the Assumed RSUs and Assumed PSUs (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Options Tax Ruling”). The Company shall include in the request for the Options Tax Ruling a request to exempt Parent, the Surviving Company, the Paying Exchange Agent and their respective agents from any withholding obligation. If the Option Options Tax Ruling is not granted prior to the Closing or in accordance with the instructions of the ITA, the Company shall seek to obtain prior to the Closing an interim tax ruling confirming, among other things, that (x) the cancellation and exchange of the Section 102 Awards in accordance with Section 2.3(a), Section 2.3(b), Section 2.3(c), Section 2.3(d), Section 2.3(e) and conversion of the Section 102 Shares in accordance Section 2.1(a) shall not be regarded as a violation of the “requisite holding period” (as such term is defined in Section 102 of the Ordinance) so long as the respective Vested Option Consideration payment in respect of Cashed-Out Company RSUs and the Per Share Merger Consideration are deposited with the 102 Trustee until the end of the respective holding period and (y) Parent and any Person acting on its behalf (including the Paying Exchange Agent) shall be exempt from Israeli withholding tax Tax in relation to any payments made with respect to any Company Options, Section 102 Shares, Company Shares RSUs or Company RSUs PSUs (whether or not subject to Section 102 of the Ordinance) to the, Paying Exchange Agent, the 102 Trustee or the Company in connection with the Merger (the “Interim Option Options Tax Ruling”). To the extent that prior to the Closing an Interim Option Options Tax Ruling shall have been obtained, then all references herein in this Agreement to the Option Options Tax Ruling shall be deemed to refer to such Interim Option Options Tax Ruling, until such time that a final definitive Option Options Tax Ruling is obtained.

Tax Rulings. (a) As soon as practicable after the date of this Agreement, and no later than five (5) Business Days after the date hereof, the Company shall instruct its Israeli counsel, advisors and/or accountants to prepare and file with the ITA an application for a ruling (which shall be confirmed by Parent prior to its submission) confirming that (i) the cancellation and exchange of the Company Section 102 Options Awards in accordance with ‎Section 2.7(c2.3(a), the Company 000 XXXx in accordance with ‎Section 2.7(d2.3(b), ‎Section 2.3(c), ‎Section 2.3(d), ‎Section 2.3(e) and conversion of the Company Section 102 Shares in accordance ‎Section 2.7(a)(i2.1(a) shall not be regarded as a violation of the “requisite holding period” (as such term is defined in Section 102 of the Ordinance) so long as the respective Option Consideration, payment in respect of Cashed-Out Company RSUs Consideration and the Per Share Merger Consideration are deposited with the 102 Trustee until the end of the respective holding period and (ii) the deposit of the respective Option Consideration, payment in respect of Cashed-Out Company RSUs Consideration and the Per Share Merger Consideration with the Paying Exchange Agent and the 102 Trustee shall not be subject to any withholding obligation and (iii) that the assumption of Company RSUs and Company PSUs which are Section 102 Awards pursuant to Section 2.3(c) and 2.3(e) shall not constitute a taxable event and that tax continuity shall apply with respect to the Assumed RSUs and Assumed PSUs (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Options Tax Ruling”). The Company shall include in the request for the Options Tax Ruling a request to exempt Parent, the Surviving Company, the Paying Exchange Agent and their respective agents from any withholding obligation. If the Option Options Tax Ruling is not granted prior to the Closing or in accordance with the instructions of the ITA, the Company shall seek to obtain prior to the Closing an interim tax ruling confirming, among other things, that Parent and any Person acting on its behalf (including the Paying Exchange Agent) shall be exempt from Israeli withholding tax Tax in relation to any payments made with respect to any Company Options, Section 102 Shares, Company Shares RSUs or Company RSUs PSUs (whether or not subject to Section 102 of the Ordinance) to the, Paying Exchange Agent, the 102 Trustee or the Company in connection with the Merger (the “Interim Option Options Tax Ruling”). To the extent that prior to the Closing an Interim Option Options Tax Ruling shall have been obtained, then all references herein in this Agreement to the Option Options Tax Ruling shall be deemed to refer to such Interim Option Options Tax Ruling, until such time that a final definitive Option Options Tax Ruling is obtained.