Consent by Certain Holders Sample Clauses

Consent by Certain Holders. (a) Pursuant to (x) the Contribution Agreement (i) Holdings LLC will grant certain of the Endochoice Shareholders (as defined in the Contribution Agreement) the Endochoice Liquidity Put Options (as defined in the Contribution Agreement) and (ii) Holdings LLC will grant a certain Peer Shareholder (as defined in the Contribution Agreement) the Peer Liquidity Put Option (as defined in the Contribution Agreement) (collectively, the “Put Options”) and (y) the Letter of Agreement attached hereto as Exhibit E by and among ▇▇▇▇▇▇▇ ▇▇▇▇ (“▇▇▇▇”), Peer Medical Limited, an Israeli company (now known as Endochoice Innovation Center, Ltd.) and Subsidiary of Holdings LLC, and Holdings LLC, subject to the terms and conditions detailed in such Letter of Agreement, Holdings LLC has agreed to permit Levy to sell up to 20% of his Units, in addition to the number of Units that may be sold by him under his Put Option, pursuant to the terms and conditions therein (the “Additional Permitted Sale”). The Transfer of Units to Holdings LLC under each of the Put Options, if exercised in full, and with respect to Levy, the Additional Permitted Sale, will result in a Transfer by the respective Holder of 10% or more of the Units that he will hold in Holdings LLC immediately after the contribution of Endochoice Shares and Peer Shares contemplated under the Contribution Agreement (the “Contribution”). Each Permitted Sale Holder (as defined below) acknowledges and agrees that such Transfers require the consent of all of the Holders that were Endochoice Shareholders, Peer Shareholders or holders of Legacy Options (the “Consenting Legacy Holders”) in accordance with Section 103C(9)(a) of the Israeli Income Tax Ordinance [New Version], 1961, as amended (the “Ordinance”), in order for each of such Transfers not to infringe the restriction on Transfer under the Israeli Tax Ruling and the Ordinance. (b) Consent as required by the Israeli Tax Ruling and the Ordinance is hereby granted by all Consenting Legacy Holders with respect to the Transfer by the following individuals (each, a “Permitted Sale Holder”), in exercise of the respective Put Options and the completion of the Additional Permitted Sale, of the amount of Units stated alongside their names (the “Authorized Sale Units”), or any lesser amount which constitutes 10% or more of the number of Units that they will hold immediately after the Contribution: ▇▇▇▇ ▇▇▇▇▇▇▇▇ 1,248,940 Series B4 Units N/A Will Parks 736,874 Series B4 Units N/A ▇▇▇ ...