Israeli Options Tax Ruling definition

Israeli Options Tax Ruling means any ruling from the Israeli Taxing Authority which is received in accordance with the provisions of Section 7.07 below, providing the Tax treatment which shall apply to the: (i) deposit with the 102 Trustee of the payment of consideration pursuant to Section 3.05 for Company 102 Options and for Shares obtained upon the exercise of Company 102 Options and to such payment of consideration by the 102 Trustee to the beneficial holders of Company 102 Options and any Shares obtained upon the exercise of such Company 102 Options, and (ii) conversion of any Options held by an Israeli resident and/or any Company 102 Options into Assumed Options, as further detailed in Section 3.05 below, and further providing that Parent, the Paying Agent, the Surviving Corporation, the Merger Subsidiary, and any Person acting on behalf of the foregoing parties, shall be exempt from Israeli withholding Tax in relation to any payments made to the 102 Trustee hereunder, and such other ruling or relief as the parties may agree is appropriate to request under the circumstances (which ruling may be subject to customary conditions regularly associated with such a ruling), including the Interim Options Ruling.
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Israeli Options Tax Ruling has the meaning set forth in Section 7.02.
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Examples of Israeli Options Tax Ruling in a sentence

  • The final text of the Israeli Options Tax Ruling and the Interim Option Tax Ruling, including appendices thereof, shall in all circumstances be subject to the prior review and comment (which shall not be unreasonably withheld, conditioned or delayed) by Parent and its counsel and tax advisors.

  • The 102 Trustee shall comply with any applicable Israeli Tax withholding requirements with respect to the payment in respect to Company 102 Securities and with such procedures as may be required by the Israeli Options Tax Ruling, if obtained.

  • For this purpose, failure to respond to any draft (or to proposed comments made by the Company’s counsel to any draft) of the Israeli Withholding Tax Ruling, the Interim Withholding Ruling, the Israeli Options Tax Ruling or the Interim Options Ruling within three (3) business days in Israel of receipt shall be deemed to be an approval of such draft (or comments proposed to such draft) by Parent and its counsel.

  • The final text of the Israeli Options Tax Ruling and the Interim Option Tax Ruling, including appendices thereof, shall in all circumstances be subject to the prior review and comment by Parent and its counsel and tax advisors.

  • As soon as reasonably practicable after the execution of this Agreement, the Company shall instruct its Israeli counsel, advisors and accountants, in coordination with Parent, to prepare and file with the Israeli Taxing Authority applications for the Israeli Withholding Tax Ruling and the Israeli Options Tax Ruling.

  • Besides, the MSPs may nominate a person with his / her name, designation and contact number to liaison with the OTDC Ltd.

  • The final text of the Israeli Withholding Tax Ruling, the Interim Withholding Ruling (as defined below), the Israeli Options Tax Ruling and the Interim Options Ruling (as defined below) shall in all circumstances be subject to the prior written confirmation of Parent or its counsel, which consent shall not unreasonably be withheld or delayed.

  • Notwithstanding the foregoing, the proceeds payable with respect to Company Shares obtained upon exercise of Vested Company Options which are held by the Section 102 Trustee shall be held, paid and distributed by the 102 Trustee in accordance with applicable Law, including, without limitation, the provisions of Section 102 of the Israeli Tax Code and the regulations and rules promulgated thereunder and the Israeli Options Tax Ruling, if obtained.

  • Each of the Company and Parent shall cause their respective Israeli counsel, advisors and accountants to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of such application and the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Options Tax Ruling.

  • The comparison of Kyrgyz and IFC guidelines for ambient air quality and the most stringent applicable air quality guidelines as Table 2.10 below.

Related to Israeli Options Tax Ruling

  • Tax Ruling as used in this Agreement, shall mean a written ruling of a taxing authority relating to Taxes. "Closing Agreement", as used in this Agreement, shall mean a written and legally binding agreement with a taxing authority relating to Taxes.

  • Company Stock Option Plans has the meaning ascribed to it in Section 2.6(c).

  • Company Stock Options shall have the meaning given to such term in Section 3.3(a) hereof.

  • Company Stock Option Plan means each stock option plan, stock award plan, stock appreciation right plan, phantom stock plan, stock option, other equity or equity-based compensation plan, equity or other equity based award to any employee, whether payable in cash, shares or otherwise (to the extent not issued pursuant to any of the foregoing plans), or other plan or contract of any nature with any employee pursuant to which any stock, option, warrant or other right to purchase or acquire capital stock of the Company or right to payment based on the value of Company capital stock has been granted or otherwise issued.

  • Company Stock Option means any option to purchase Company Common Stock granted under any Company Stock Plan.

  • Parent Stock Option means any option to purchase Parent Common Stock granted under any Parent Stock Plan.

  • Stock Option Plans means any stock option plan now or hereafter adopted by the Partnership or the General Partner.

  • Incentive Stock Options means Option Rights that are intended to qualify as “incentive stock options” under Section 422 of the Code or any successor provision.

  • Tax Ordinance means the Israeli Income Tax Ordinance [New Version], 1961, as amended.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Nonstatutory Stock Option means an Option not intended to qualify as an Incentive Stock Option.

  • Company Stock Plans has the meaning set forth in Section 3.02(b).

  • Parent Stock Plans has the meaning set forth in Section 4.5(a).

  • Stock Option Plan means any stock option plan now or hereafter adopted by the Company or by the Corporation, including the Corporate Incentive Award Plan.

  • Israeli Companies Law means the Israeli Companies Law, 5759-1999, as amended, and the regulations promulgated thereunder.

  • Parent Stock Plan has the meaning set forth in Section 6.2(a).

  • Company Shareholder Approval means the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders’ Meeting by the Required Company Vote.

  • Nonqualifying Income means any amount that is treated as gross income for purposes of Section 856 of the Code and which is not Qualifying Income.

  • Company Stock Plan means any stock option plan or other stock or equity-related plan of the Company.

  • RSU Plan means the restricted share unit plan for senior officers, employees and consultants adopted in November of 2008 by Jaguar, as amended from time to time;

  • Company RSU Award means any award of restricted stock units or performance stock units outstanding under the Company Stock Plans.

  • Stock Options means the collective reference to "Incentive Stock Options" and "Other Stock Options".

  • Incentive Stock Option means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

  • Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.

  • Israeli Securities Law means the Israeli Securities Law, 5728-1968, as amended, and the regulations promulgated thereunder.

  • Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;