Exchange Tax Ruling Sample Clauses

Exchange Tax Ruling. As soon as practicable after the date of this Agreement, subject to Section 6.11(c) below, the Company shall instruct its Israeli counsel, advisors and/or accountants to prepare and file with the ITA an application for a Tax ruling permitting any certain shareholders who are covered by such tax ruling (each, an “Covered Seller”) to defer any applicable Israeli Tax with respect to any consideration in Parent Common Stock that such Covered Seller will receive pursuant to this Agreement in accordance with the provisions of Section 104H of the Ordinance, as reasonably coordinated with Parent, or as otherwise determined by the ITA (the “Exchange Tax Ruling”), and 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 the Exchange Tax Ruling 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 issuable to the Covered Sellers with a designated trustee, and in such event, any reference in this Agreement concerning the issuance of Parent Common Stock directly to a Company Shareholder, shall be deemed, to the extent that such Company Shareholder is a Covered Seller, the issuance to the Exchange Agent. The Company shall include in the request for the Exchange Tax Ruling to exempt Parent, the Surviving Corporation, the Exchange Agent, and their respective agents from any withholding obligation in connection with issuing Parent Common Stock. Accordingly, the Company will first file an application with the ITA prior to the Closing for an interim tax ruling confirming, among other things, that (i) the exchange of the Company’s shares (other than 102 Options, 102 Shares, Assumed Warrants and 3(i) Options) as part of the transaction shall not constitute an immediate 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 Exchange Tax Ruling”, and together with the Options Tax Ruling and the Interim Options Tax Ruling – the “Tax Rulings”). To the extent that prior to the Closing an Interim Exchange Tax Ruling shall have been obtained, then all referenc...
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Related to Exchange Tax Ruling

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • NOW, THEREFORE the parties hereto agree as follows:

  • Definitions As used in this Agreement, the following terms shall have the following meanings:

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

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