Withholding Drop Date definition

Withholding Drop Date has the meaning set forth in Section 1.10(b).
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Withholding Drop Date has the meaning given to it in Section 1.3(g)(iii).
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Withholding Drop Date. As defined in Section 2.9.2.
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Examples of Withholding Drop Date in a sentence

  • If an Israeli Participating Equity Holder delivers, no later than three (3) Business Days prior to the Withholding Drop Date a Valid Tax Certificate to the Israeli Paying Agent, then the deduction and withholding of any Israeli Taxes shall be made only in accordance with the provisions of such Valid Tax Certificate and the balance of the payment that is not withheld shall be paid to such Israeli Participating Equity Holder.

  • Another important feature of preference, taken up by Pomerantz and Heritage (2012), is how speakers design turns in a way that can exhibit preferences (e.g., responses to yes/no questions) and perform actions such as compliments, which tend to get a downgraded response rather than acceptance (Pomerantz, 1978).

  • If no later than five (5) Business Days prior to the Withholding Drop Date a Valid Tax Certificate is delivered to Payor, then, with respect to the affected shareholders, the deduction and withholding of any Israeli Taxes shall be made only in accordance with the provisions of such Valid Tax Certificate and the balance of the payment that is not withheld shall be paid to such shareholders concurrently therewith subject to any non-Israeli withholding which is applicable to the payment (if any).

  • If no later than three Business Day prior to the Withholding Drop Date a Valid Withholding Certificate is delivered to Payor, the Withholding Agent shall act in accordance with the provisions of such Valid Withholding Certificate, subject to any deduction and withholding as may be required to be deducted and withheld under any Applicable Law.

  • In the event that no later than five (5) Business Days before the Withholding Drop Date, the Seller submits a Tax Certificate, the Paying Agent shall withhold and transfer to the ITA such amount of withholding due (if at all due) with respect to the Seller as specified in such Tax Certificate, and shall pay to the Seller only the balance of the payment due to that is not so withheld.

  • In the event that such Tax Certificate is not provided by no later than five (5) Business Days before such Withholding Drop Date, the Paying Agent shall deduct and withhold from the relevant payment amount such amounts as required to be deducted and withheld under any provision of Israeli tax law and shall remit such amounts to the appropriate taxing authorities to satisfy any tax withholding obligations.

  • If an Israeli Participating Equity Holder delivers, no later than three(3) Business Days prior to the Withholding Drop Date a Valid Tax Certificate to the Israeli Paying Agent, then the deduction and withholding of any Israeli Taxes shall be made only in accordance with the provisions of such Valid Tax Certificate and the balance of the payment that is not withheld shall be paid to such Israeli Participating Equity Holder.

  • Where a recipient submits a Valid Tax Certificate to the Exchange Agent no later than three Business Days before the Withholding Drop Date, the Exchange Agent shall withhold and timely transfer to the ITA an amount from such recipient’s portion of the Merger Consideration as specified in the Valid Tax Certificate.

  • If a Payee delivers, no later than five (5) Business Days prior to the Withholding Drop Date, a Valid Tax Certificate to Payor, then the deduction and withholding of any Taxes due under Israeli Law shall be made only in accordance with the provisions of such Valid Tax Certificate and the balance ‎of the payment that is not withheld shall be paid to such Payee subject to any non-Israeli withholding which is applicable to the payment (if any).

  • Until the Withholding Drop Date, the Paying Agent (i) shall not pay any tax withheld; and (ii) shall deposit the sums retained in trust in interest bearing cash deposits with funds available for withdrawal on a weekly or monthly basis as may be instructed by the Seller and Bank Hapoalim (and if no instruction is given, on a weekly basis).


More Definitions of Withholding Drop Date

Withholding Drop Date is defined in Section 2.14(b).
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Withholding Drop Date shall have the meaning set forth in Section 1.7(f). Exhibit B FORM OF BIOSIGHT SUPPORT AGREEMENT (attached) Exhibit C FORM OF ADVAXIS SUPPORT AGREEMENT (attached) Exhibit D FORM OF LETTER OF TRANSMITTAL (attached) Exhibit E FORM OF IAA UNDERTAKING To: The National Technological Innovation Authority (“Innovation Authority”) Relating to projects that have been financed by or are currently being financed by the Innovation Authority (or have been financed by the Office of the Chief Scientist of the Ministry of Economy and Industry - hereinafter referred to as the “OCS”) project title 24956, OCS file number 4500 and to projects of the Company (as this term is defined below) that may be financed by the Innovation Authority in the future (the “Projects”). Undertaking We, the undersigned, of Advaxis, Inc. a company incorporated, organized and existing under the laws of Delaware and whose registered office is at 9 Xxxx Xxxx Xxxxx, Xxxxx X-0 Xxxxxxxx Xxxxxxxx, XX 00000, XXX (“Advaxis”), have entered into an Agreement and Plan of Merger and Reorganization dated as of July 4, 2021 with Biosight Ltd. (the “Company”) and Advaxis Ltd., an Israeli company and a wholly-owned subsidiary of Advaxis. Recognizing that the Company’s research and development or technological innovation Projects are currently, have been or will be financially supported by the Innovation Authority or the OCS under and subject to the provisions of The Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984 (the “Innovation Law”) and the applicable regulations, rules, procedures and benefit plans; Recognizing that the Innovation Law places strict constraints on the transfer of know-how and/or production rights, making all such transfers subject to the absolute discretion of the Innovation Authority’s research committee (the “Research Committee”), acting in accordance with the aims of the Innovation Law and requiring that any such transfer receive the prior written approval of the Research Committee; Hereby declare and undertake:
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Withholding Drop Date shall have the meaning set forth in Section 3.6(b)(i). TABLE OF CONTENTS ARTICLE II
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Related to Withholding Drop Date

  • Required Withholding Amount has the meaning specified in Section 5 of this Agreement.

  • Applicable Withholding Taxes means the minimum aggregate amount of federal, state and local income and payroll taxes that the Company is required by applicable law to withhold in connection with any Incentive Award.

  • Withholding Agent means any Loan Party and the Administrative Agent.

  • Withholding Taxes means any taxes, including, but not limited to, social security and Medicare taxes and federal, state and local income taxes, required to be withheld under any applicable law.

  • Withholding Tax means any tax, deduction, levy or similar payment obligation that is required to be deducted or withheld from a payment under Applicable Law. Annex 1 – Data Processing

  • Excluded Withholding Taxes means (i) withholding Taxes imposed by the United States except to the extent that such United States withholding Taxes are imposed or increased as a result of any change in applicable law (excluding from change in applicable law for this purpose a change in an applicable treaty or other change in law affecting the applicability of a treaty) after the date hereof, or in the case of a successor Liquidity Provider (including a transferee of an Advance) or Facility Office, after the date on which such successor Liquidity Provider obtains its interest or on which the Facility Office is changed, (ii) any withholding Taxes imposed by the United States which are imposed or increased as a result of the Liquidity Provider failing to deliver to the Borrower any certificate or document (which certificate or document in the good faith judgment of the Liquidity Provider it is legally entitled to provide) which is reasonably requested by the Borrower to establish that payments under this Agreement are exempt from (or entitled to a reduced rate of) withholding Tax and (iii) Taxes imposed under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended.

  • FATCA Withholding means any withholding or deduction required pursuant to an agreement described in section 1471(b) of the Code, or otherwise imposed pursuant to sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto.

  • FATCA Withholding Tax means any withholding or deduction required pursuant to FATCA.

  • Swiss Withholding Tax Act means the Swiss Federal Act on the Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer), together with the related ordinances, regulations and guidelines, all as amended and applicable from time to time.

  • Withholding Certificate means a Form W-9; a Form W-8BEN; a Form W-8ECI; a Form W-8IMY and the related statements and certifications as required under § 1.1441-1(e)(2) and/or (3) of the Regulations; a statement described in § 1.871-14(c)(2)(v) of the Regulations; or any other certificates under the Internal Revenue Code or Regulations that certify or establish the status of a payee or beneficial owner as a U.S. or foreign person. Each Lender, assignee or participant required to deliver to the Borrower and the Agent a Withholding Certificate pursuant to the preceding sentence shall deliver such valid Withholding Certificate as follows: (A) each Lender which is a party hereto on the Closing Date shall deliver such valid Withholding Certificate at least five (5) Business Days prior to the first date on which any interest or fees are payable by the Borrower hereunder for the account of such Lender; (B) each assignee or participant shall deliver such valid Withholding Certificate at least five (5) Business Days before the effective date of such assignment or participation (unless the Agent in its sole discretion shall permit such assignee or participant to deliver such valid Withholding Certificate less than five (5) Business Days before such date in which case it shall be due on the date specified by the Agent). Each Lender, assignee or participant which so delivers a valid Withholding Certificate further undertakes to deliver to each of the Borrower and the Agent two (2) additional copies of such Withholding Certificate (or a successor form) on or before the date that such Withholding Certificate expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent Withholding Certificate so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent. Notwithstanding the submission of a Withholding Certificate claiming a reduced rate of or exemption from U.S. withholding tax, the Agent shall be entitled to withhold United States federal income taxes at the full 30% withholding rate if in its reasonable judgment it is required to do so under the due diligence requirements imposed upon a withholding agent under § 1.1441-7(b) of the Regulations. Further, the Agent is indemnified under § 1.1461-1(e) of the Regulations against any claims and demands of any Lender or assignee or participant of a Lender for the amount of any tax it deducts and withholds in accordance with regulations under § 1441 of the Internal Revenue Code.

  • Tax Date means the date any withholding tax obligation arises under the Code for a Participant with respect to an Incentive Award.

  • Withholding means the retention of aid payments.

  • Vesting Date has the meaning set forth in Section 3.10(c)(ii).

  • Swiss Withholding Tax means taxes imposed under the Swiss Withholding Tax Act.

  • AHYDO Catch-Up Payment means any payment on any Indebtedness that would be necessary to avoid such Indebtedness being characterized as an “applicable high yield discount obligation” under Section 163(i) of the Code.

  • Section 409A Payment Date means the earlier of (a) the date of Executive’s death or (b) the date that is six months after the date of termination of Executive’s employment with the Company.

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Tax Payment Date means, with respect to any applicable Taxes, the date occurring 30 days prior to the date the same are due and payable.

  • Deduction Limitation means the following described limitation on a benefit that may otherwise be distributable pursuant to the provisions of this Plan. Except as otherwise provided, this limitation shall be applied to all distributions that are “subject to the Deduction Limitation” under this Plan. If an Employer determines in good faith prior to a Change in Control that there is a reasonable likelihood that any compensation paid to a Participant for a taxable year of the Employer would not be deductible by the Employer solely by reason of the limitation under Code Section 162(m), then to the extent deemed necessary by the Employer to ensure that the entire amount of any distribution to the Participant pursuant to this Plan prior to the Change in Control is deductible, the Employer may defer all or any portion of a distribution under this Plan. Any amounts deferred pursuant to this limitation shall continue to be credited/debited with additional amounts in accordance with Section 3.8, even if such amount is being paid out in installments. The amounts so deferred and amounts credited thereon shall be distributed to the Participant or the Participant’s Beneficiary (in the event of the Participant’s death) at the earliest possible date, as determined by the Employer in good faith, on which the deductibility of compensation paid or payable to the Participant for the taxable year of the Employer during which the distribution is made will not be limited by Section 162(m). Notwithstanding the foregoing, the Committee shall interpret this Section in a manner that is consistent with Code Section 409A and the regulations thereunder, including without limitation guidance issued in connection with that Section.

  • Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

  • Change in Tax Law means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

  • Tax Law Change means a change in or proposed change in, or amendment or proposed amendment to, the laws or regulations of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax, including any treaty to which the United Kingdom is a party, or any change in the application of official or generally published interpretation of such laws or regulations, including a decision of any court or tribunal, or any interpretation or pronouncement by any relevant tax authority that provides for a position with respect to such laws or regulations or interpretation thereof that differs from the previously generally accepted position in relation to similar transactions, which change or amendment becomes, or would become, effective on or after the Issue Date;