Common use of 104H Tax Ruling Clause in Contracts

104H Tax Ruling. As soon as reasonably practicable after the execution of this Agreement, the Company shall instruct its legal counsel, advisors and accountants, in coordination with Parent, to prepare and file with the ITA an application for a ruling (or 104H Interim Ruling) permitting any holder of shares of Parent Common Stock who elects to become a party to such a Tax ruling (each, an “Electing Holder”), to defer any applicable Israeli Tax, if applied, with respect to such stock consideration that such Electing Holder will receive pursuant to this Agreement until the date of the sale, transfer or other conveyance for cash of such stock consideration by such Electing Holder or such other date set forth in Section 104H of the Ordinance (the “104H Tax Ruling”). Parent shall cooperate with the Company, the Electing Holders and their Israeli counsel and Tax advisors with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the 104H Tax Ruling; provided that any costs associated with the application for the 104H Tax Ruling shall be paid by the Company prior to the Closing; provided, further, that the 104H Interim Ruling or the 104H Tax Ruling shall not impose any restrictions or obligations on Parent or any of its Affiliates without the prior written consent of Parent. For the avoidance of doubt, the Company and the Electing Holders shall not make any application to the ITA with respect to any matter relating to the 104H Tax Ruling without first consulting with Parent and its Israeli legal counsel and granting Parent and its Israeli legal counsel the opportunity to review, comment and approve the draft application for such ruling, and Parent and the Electing Holders and any of their respective Representatives shall enable Parent and its Israeli legal counsel to participate in all discussions and meetings with the ITA relating thereto. The final text of the 104H Interim Ruling or the 104H Tax Ruling shall be subject to the prior written confirmation of Parent and its Israeli legal counsel.

104H Tax Ruling. As soon as reasonably practicable after following the execution of this Agreementdate hereof, but in any event no later than ten (10) Business Days following the Company shall instruct date hereof, Check-Cap shall, in coordination with Keystone and its Israeli legal counsel, advisors and accountants, in coordination with Parent, to accountants prepare and file with the ITA an application for a ruling (or 104H Interim Ruling) permitting any holder of shares of Parent PubCo Common Stock who elects to become a party to such a Tax ruling (each, an “Electing Holder”), to defer any applicable Israeli Tax, if applied, with respect to such stock consideration that such Electing Holder will receive pursuant to this Agreement until the date of the sale, transfer or other conveyance for cash of such stock portion of the consideration by such Electing Holder or such other date set forth in Section 104H of the Israeli Income Tax Ordinance (the “104H Tax Ruling”). Parent If the 104H Tax Ruling is not granted prior to the Closing or in accordance with the instructions of the ITA, Check-Cap shall obtain prior to the Closing an interim tax ruling confirming, among other things, that PubCo and any Person acting on its behalf (including the Exchange Agent) shall be exempt from Israeli withholding Tax in relation to any payments made to the 104H Trustee (the “104H Interim Tax Ruling”). To the extent that an 104H Interim Tax Ruling, rather than the 104H Tax Ruling, shall have been obtained prior to the Closing, then all references in this Agreement to the 104H Tax Ruling shall be deemed to refer to such 104H Interim Tax Ruling, until such time that a final definitive 104H Tax Ruling is obtained. Check-Cap shall cooperate with the Company, the Electing Holders Keystone and their its Israeli counsel and Tax advisors with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the 104H Tax Ruling; provided Ruling or the 104H Interim Tax Ruling; provided, that any costs associated with the application for the 104H Tax Ruling and the 104H Interim Tax Ruling shall be paid by the Company prior to the Closing; provided, further, that the 104H Interim Ruling or Keystone. Upon obtaining each of the 104H Tax Ruling shall not impose any restrictions or obligations on Parent or any of its Affiliates without and the prior written consent of Parent. For the avoidance of doubt104H Interim Tax Ruling, Check-Cap, PubCo, the Company 104H Trustee and the each Electing Holders Holder (each, if required) shall not make any application furnish to the ITA with respect to any matter relating to customary approval letters of the terms of such ruling. The 104H Tax Ruling without first consulting with Parent and its Israeli legal counsel and granting Parent and its Israeli legal counsel the opportunity to reviewRuling, comment and approve the draft application for such rulingif obtained, and Parent and the Electing Holders and any of their respective Representatives shall enable Parent and its Israeli legal counsel to participate in all discussions and meetings with the ITA relating thereto. The final text of the 104H Interim Ruling or the 104H Tax Ruling shall be subject to the prior written confirmation of Parent and its Israeli legal counselconsidered as a Qualified Withholding Certificate.

104H Tax Ruling. As soon as reasonably practicable after The Company and the execution of this Agreement, Equityholders (represented by the Company Equityholder Representative) shall instruct its legal counsel, advisors and accountants, in coordination with Parent, to prepare and file with the ITA an application ITA, no later than five (5) Business Days from the date of this Agreement, applications for a ruling rulings, which, among others, (or 104H Interim Rulingi) are permitting any holder of shares of Parent Common Stock Shareholders (other than with respect to their Company 102 Shares) who elects elect to become a party to such a Tax tax ruling (each, an “Electing Holder”), to defer any applicable Israeli Tax, if applied, Tax with respect to such stock any consideration in Purchaser Share Consideration that such Electing Holder will receive pursuant to this Agreement until the date of the sale, transfer or other conveyance for cash of such stock consideration by such Electing Holder or such other date set forth in Section 104H of the Ordinance (the “104H Tax Ruling”; the 104H Tax Ruling may initially be issued by the ITA in the form of an interim pre-ruling, which shall be referred hereto as the “104H Interim Tax Ruling”); and (ii) confirming, a as part of a “102 ruling”, that the conversion of the Company Options into the assumed options to purchase Ordinary Shares of the Purchaser, and the conversion of Company 102 Shares into Ordinary Shares of the Purchaser, will not result in a requirement for an immediate Israeli tax payment, and that the Israeli taxation will be deferred until the exercise of the options issued in exchange of the Company Options, or in the event of assumed options which are Company 102 Options, until the earlier of: (x) the actual sale of the Ordinary Shares of Purchaser covered by the assumed options, or the release of the assumed options and/or the Ordinary Shares of Purchaser covered by the assumed options from trust (the “102 Tax Rulings”, and collectively with the 104H Tax Ruling and the 104H Interim Ruling, the “Israeli Income Tax Rulings”). Parent Purchaser shall cooperate with the Company, the Electing Holders and their Israeli counsel and Tax advisors with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the 104H Israeli Income Tax RulingRulings; provided that any costs associated with the application for the 104H Israeli Income Tax Ruling Rulings shall be paid by the Company prior or reduced as Transaction Expenses. Subject to the Closing; providedterms and conditions hereof, furtherthe Company and the Equityholders shall use commercially reasonable efforts to promptly take, that or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable law to obtain the 104H Interim Ruling or the 104H Israeli Income Tax Ruling shall not impose any restrictions or obligations on Parent or any of its Affiliates without the prior written consent of ParentRulings, as promptly as practicable. For the avoidance of doubt, the Company and the Electing Holders shall not make any application to the ITA with respect to any matter relating to the 104H Israeli Income Tax Ruling Rulings without first consulting with Parent and its the Purchaser’s Israeli legal counsel and counsel, granting Parent and its Israeli Purchaser’s legal counsel the opportunity to review, review and comment and approve on the draft application and obtaining the Purchaser’s approval for such rulingthose Israeli Income Tax Rulings, and Parent the Company and the Electing Holders and shall inform Purchaser’s counsel of the content of any of their respective Representatives shall enable Parent and its Israeli legal counsel to participate in all material discussions and meetings with the ITA relating thereto. The final text of the 104H Interim Ruling or the 104H Tax Ruling shall be subject to the prior written confirmation of Parent and its Israeli legal counsel.

104H Tax Ruling. As soon as reasonably practicable after the execution date of this Agreement, subject to Section ‎5.12.5 below, the Company shall instruct its legal Israeli counsel, advisors and accountants, in coordination with Parent, and/or accountants to prepare and file with the ITA an application for a Tax ruling (or 104H Interim Ruling) permitting any holder of shares of Parent Common Stock certain shareholders who elects to become a party to are covered by such a Tax tax ruling (each, an “Electing HolderCovered Seller”), ) to defer any applicable Israeli Tax, if applied, Tax with respect to such stock any consideration in Parent Common Stock that such Electing Holder Covered Seller will receive pursuant to this Agreement until in accordance with the date provisions of the sale, transfer or other conveyance for cash of such stock consideration by such Electing Holder or such other date set forth in Section 104H of the Ordinance or as otherwise determined by the ITA (it being agreed that in connection therewith, the Parent shall not object to any restrictions, conditions or obligations that are either statutorily required pursuant to Section 104H or other applicable sections of the Ordinance, or are otherwise customary conditions regularly associated with such a ruling or reasonably required by the ITA, including the deposit of the new Parent Common Stock with a designated 104H trustee) the “104H Tax Ruling”). Parent The Company shall cooperate with the Company, the Electing Holders and their Israeli counsel and Tax advisors with respect to the preparation and filing of such application and include in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain request for the 104H Tax Ruling; provided that Ruling to exempt Parent, the Surviving Corporation, the Exchange Agent, and their respective agents from any costs associated withholding obligation in connection with issuing Parent Common Stock. If the104H Tax Ruling is not granted prior to the Closing or in accordance with the application instructions of the ITA, the Company shall seek to obtain prior to the Closing an interim tax ruling confirming, among other things, that (i) the cancellation and exchange of the Company’s Shares (other than Section 102 Awards and Section 3(i) Options) as part of the transaction shall not constitute a taxable event, and (ii) the Parent and any Person acting on its behalf (including the Exchange Agent and the Israeli Sub-Agent) shall be exempt from Israeli withholding Tax in relation to issuance of Parent Common Stock in exchange for exchange of the Company’s Shares in connection with the Merger (the “Interim 104H Tax Ruling”). To the extent that prior to the Closing an Interim 104H Tax Ruling shall have been obtained, then all references in this Agreement to the 104H Tax Ruling shall be paid by the Company prior deemed to the Closing; providedrefer to such Interim 104H Tax Ruling, further, until such time that the 104H Interim Ruling or the a final definitive 104H Tax Ruling shall not impose any restrictions or obligations on Parent or any of its Affiliates without the prior written consent of Parent. For the avoidance of doubt, the Company and the Electing Holders shall not make any application to the ITA with respect to any matter relating to the 104H Tax Ruling without first consulting with Parent and its Israeli legal counsel and granting Parent and its Israeli legal counsel the opportunity to review, comment and approve the draft application for such ruling, and Parent and the Electing Holders and any of their respective Representatives shall enable Parent and its Israeli legal counsel to participate in all discussions and meetings with the ITA relating thereto. The final text of the 104H Interim Ruling or the 104H Tax Ruling shall be subject to the prior written confirmation of Parent and its Israeli legal counselis obtained.

104H Tax Ruling. As soon as reasonably practicable after following the execution of this Agreementdate hereof, but in any event no later than ten (10) Business Days following the Company shall instruct date hereof, Check-Cap shall, in coordination with Nobul and its Israeli legal counsel, advisors and accountants, in coordination with Parent, to accountants prepare and file with the ITA an application for a ruling (or 104H Interim Ruling) permitting any holder of shares of Parent Nobul Common Stock Shares who elects to become a party to such a Tax ruling (each, an “Electing Holder”), to defer any applicable Israeli Tax, if applied, with respect to such stock consideration that such Electing Holder will receive pursuant to this Agreement until the date of the sale, transfer or other conveyance for cash of such stock portion of the consideration by such Electing Holder or such other date set forth in Section 104H of the Israeli Income Tax Ordinance (the “104H Tax Ruling”). Parent If the 104H Tax Ruling is not granted prior to the Closing or in accordance with the instructions of the ITA, Check-Cap shall obtain prior to the Closing an interim tax ruling confirming, among other things, that Nobul and any Person acting on its behalf (including the Exchange Agent) shall be exempt from Israeli withholding Tax in relation to any payments made to the 104H Trustee (the “104H Interim Tax Ruling”). To the extent that an 104H Interim Tax Ruling, rather than the 104H Tax Ruling, shall have been obtained prior to the Closing, then all references in this Agreement to the 104H Tax Ruling shall be deemed to refer to such 104H Interim Tax Ruling, until such time that a final definitive 104H Tax Ruling is obtained. Check-Cap shall cooperate with the Company, the Electing Holders Nobul and their its Israeli counsel and Tax advisors with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the 104H Tax Ruling or the 104H Interim Tax Ruling; provided provided, that (i) any costs associated with the application for the 104H Tax Ruling and the 104H Interim Tax Ruling shall be paid by Check-Cap; (ii) the Company prior to final texts of the Closing; provided, further, that applications for the 104H Interim Tax Ruling or the 104H Interim Tax Ruling shall not impose any restrictions or obligations on Parent or any of its Affiliates without the prior written consent of Parent. For the avoidance of doubt, the Company and the Electing Holders shall not make any application to the ITA with respect to any matter relating to the 104H Tax Ruling without first consulting with Parent and its Israeli legal counsel and granting Parent and its Israeli legal counsel the opportunity to review, comment and approve the draft application for such ruling, and Parent and the Electing Holders and any of their respective Representatives shall enable Parent and its Israeli legal counsel to participate in all discussions and meetings with the ITA relating thereto. The final text of or the 104H Interim Ruling or the 104H Tax Ruling shall be subject to the prior written confirmation of Parent Nobul and its Israeli legal counsel; and (iii) such ruling shall not impose any restrictions or obligations on Nobul without Nobul’s prior written consent. Upon obtaining each of the 104H Tax Ruling and the 104H Interim Tax Ruling, Check-Cap, Nobul, the 104H Trustee and each Electing Holder (each, if required) shall furnish to the ITA customary approval letters of the terms of such ruling. The 104H Tax Ruling, if obtained, shall be considered as a Qualified Withholding Certificate.

104H Tax Ruling. As soon as reasonably practicable after following the execution of this AgreementAgreement Date, but in any event no later than ten (10) Business Days following the Agreement Date, Otonomo shall in coordination with the Company shall instruct and its Israeli legal counsel, advisors and accountants, in coordination with Parent, to accountants prepare and file with the ITA an application for a ruling (or 104H Interim Ruling) permitting any holder of shares of Parent Common Stock Otonomo Shares or Otonomo Warrants who elects to become a party to such a Tax ruling (each, an “Electing Holder”), to defer any applicable Israeli Tax, if applied, with respect to such stock consideration that such Electing Holder will receive pursuant to this Agreement until the date of the sale, transfer or other conveyance for cash of such stock portion of the consideration by such Electing Holder or such other date set forth in Section 104H of the Ordinance (the “104H Tax Ruling”). Parent If the 104H Tax Ruling is not granted prior to the Closing, Xxxxxxx shall seek to receive prior to the Closing an interim Tax ruling confirming among others that the Company, the Exchange Agent, the Israeli Paying Agent and anyone acting on their behalf will be exempt from Israeli withholding Tax in relation to any payments made to the 104H Trustee (such a ruling, the “104H Interim Ruling”). The Company shall cooperate with the CompanyXxxxxxx, the Electing Holders and their Israeli counsel and Tax advisors with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the 104H Tax Ruling or the 104H Interim Ruling; provided provided, that any costs associated with the application for the 104H Tax Ruling and the 104H Interim Ruling shall be paid by the Company Otonomo prior to the Closing; and provided, further, that the 104H Interim Ruling or the 104H Tax Ruling shall not impose any material restrictions or obligations on Parent the Company or any affiliate thereof or the Surviving Company. Upon the obtaining of its Affiliates without the prior written consent of Parent. For the avoidance of doubt, the Company and the Electing Holders shall not make any application to the ITA with respect to any matter relating to the 104H Tax Ruling without first consulting with Parent and its the 104H Interim Ruling, the Company, Otonomo, the Exchange Agent, the Israeli legal counsel Paying Agent and granting Parent and its Israeli legal counsel each Electing Holder (each, if required) shall furnish to the opportunity to review, comment and approve ITA customary approval letters of the draft application for terms of such ruling. Notwithstanding the provisions of this Section 2.2(i), if the 104H Tax Ruling or the 104H Interim Ruling shall be received and Parent delivered to the Company at least three (3) Business Days prior to the Withholding Drop Date, then the 104H Tax Ruling shall apply with respect to each Electing Holder and the Electing Holders all applicable withholding and any of reporting procedures with respect to their respective Representatives consideration shall enable Parent and its Israeli legal counsel to participate be made in all discussions and meetings accordance with the ITA relating thereto. The final text provisions of the 104H Interim Ruling or and 104H Tax Ruling, as applicable, and Section 104H of the Ordinance. Each of the 104H Tax Ruling or the 104H Interim Ruling, if obtained, shall be subject to the prior written confirmation of Parent and its Israeli legal counselconsidered as a Qualified Withholding Certificate.

104H Tax Ruling. As soon as reasonably practicable after Any holder of Shares to be issued Parent Shares pursuant to this Agreement (or prior to the execution of this AgreementClosing, the Company shall instruct its legal counsel, advisors and accountants, in coordination with Parent, to on their behalf) may prepare and file with the ITA an application for a ruling (or 104H Interim Ruling) permitting any holder of shares of Parent Common Stock such shareholder who elects to become a party to such a Tax tax ruling (each, an “Electing HolderSeller”), to defer any applicable Israeli Tax, if applied, Tax with respect to such stock any consideration in Parent Shares that such Electing Holder Seller will receive pursuant to this Agreement until the date of the sale, transfer or other conveyance for cash of such stock consideration Parent Shares by such Electing Holder Seller or such other date set forth in Section 104H of the Income Tax Ordinance (the “104H Tax Ruling”). Parent shall will reasonably cooperate with the Company, the Electing Holders Sellers and their Israeli counsel and Tax advisors with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the 104H Tax Ruling; provided that any costs associated with the application for the 104H Tax Ruling shall be paid by the Company prior to the Closing; provided, further, that the 104H Interim Ruling or the 104H Tax Ruling shall will not impose any restrictions or obligations on Parent or any of Parent, its Affiliates without or the prior written consent of ParentCompany. Subject to the terms and conditions hereof, Parent and the Company will use commercially reasonable efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to obtain the 104H Tax Ruling, as promptly as practicable. For the avoidance of doubt, the Electing Sellers will not (nor the Company and the Electing Holders shall not on their behalf) make any application to to, or any material communication with, the ITA with respect to any matter relating to the 104H Tax Ruling without first consulting with Parent and its Israeli legal counsel and granting Parent and its Israeli legal counsel the opportunity to review, comment and approve the draft application for such rulingprior to its submission to the ITA and review and comment on any related material communications, and Parent and the Electing Holders and Sellers will (or the Company on their behalf) inform Parent of the substance of any of their respective Representatives shall enable Parent and its Israeli legal counsel to participate in all discussions and meetings with the ITA relating thereto. The final text of the 104H Interim Ruling or the 104H Tax Ruling shall be subject to the prior written confirmation of Parent and its Israeli legal counsel.

104H Tax Ruling. As soon as reasonably practicable after practical following the execution of this Agreementdate hereof, the Company shall instruct its legal counsel, advisors and accountants, in coordination with Parent, to the Israeli Participating Equity Holders may prepare and file with the ITA an application for a ruling (or 104H Interim Ruling) permitting any holder of shares of Parent Common Stock Israeli Participating Equity Holders, who elects elect to become a party to such a Tax tax ruling (each, an “Electing Holder”), to defer any applicable Israeli Tax, if applied, Tax with respect to such any consideration in Shift4 Payments, Inc. Class A common stock consideration that such Electing Holder will receive pursuant to this Agreement until the date of the sale, transfer or other conveyance for cash of such stock consideration by such Electing Holder or such other date set forth in Section 104H of the Ordinance ITO (the “104H Tax Ruling”). Parent Group shall cooperate with the Company, the Electing Holders and their Israeli counsel and Tax advisors with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the 104H Tax Ruling or the Interim 104H Tax Ruling; provided that any . Any costs associated with the application for the Interim 104H Tax Ruling or the 104H Tax Ruling shall be paid by the Company prior or reduced from the Closing Consideration as Company Transaction Expenses. Subject to the Closing; providedterms and conditions hereof, furtherthe Parent Group and the Company shall use commercially reasonable efforts to promptly take, that the 104H Interim Ruling or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable law to obtain the 104H Tax Ruling shall not impose any restrictions or obligations on Parent or any of its Affiliates without the prior written consent of ParentRuling, as promptly as practicable. For the avoidance of doubt, the Company and language of the Electing Holders shall not make any application to the ITA with respect to any matter relating to for the 104H Tax Ruling without first consulting with Parent and its Israeli legal counsel and granting Parent and its Israeli legal counsel the opportunity to review, comment and approve the draft application for such ruling, and Parent and the Electing Holders and any of their respective Representatives shall enable Parent and its Israeli legal counsel to participate in all discussions and meetings with the ITA relating thereto. The final text of the 104H Interim Ruling or the Interim 104H Tax Ruling [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. Ruling, shall be subject to the prior written confirmation approval of the Parent Group or its counsel (which approval shall not be unreasonably withheld, delayed or conditioned). The Company’s counsel shall provide the Parent Group and its Israeli legal counselcounsel with reasonable updates on meetings or discussions with the ITA relating to the 104H Tax Ruling or the Interim 104H Tax Ruling.