Common use of Israeli Approvals Clause in Contracts

Israeli Approvals. Each party to this Agreement shall use reasonable efforts to deliver and file, as promptly as practicable after the date of this Agreement, each notice, report or other document required to be delivered by such party to or filed by such party with any Israeli governmental authority with respect to the transaction contemplated hereby. Without limiting the generality of the foregoing: (i) as promptly as practicable after the date of this Agreement, Buyer and Seller shall prepare and file the notifications required, if any, under the Israeli Restrictive Trade Practices Law in connection with the transaction contemplated hereby; (ii) Buyer and Seller shall respond as promptly as practicable to any inquiries or requests received from the Israeli Restrictive Trade Practices Commissioner for additional information or documentation; (iii) Seller shall use reasonable efforts to obtain, as promptly as practicable after the date of this Agreement, the following consents, and any other consents that may be required in connection with the transaction contemplated hereby: (x) approval of the OCS; and (y) approval of the Investment Center; and (iv) Buyer shall provide to the OCS, the Investment Center, the Israeli Restrictive Trade Practices Commissioner any information reasonably requested by such authorities and shall, without limitation of the foregoing, execute an undertaking in customary form in which Buyer undertakes to comply with the R&D Laws and regulations. Each party to this Agreement shall (i) give the other parties prompt notice of the commencement of any legal proceeding by or before any Israeli governmental entity with respect to the transaction contemplated hereby, (ii) keep the other parties informed as to the status of any such legal proceeding and (iii) promptly inform the other parties of any communication to the Israeli Restrictive Trade Practices Commissioner, the OCS, the Investment Center or any other Israeli governmental entity regarding any of the transactions contemplated by this Agreement. The parties to this Agreement will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Israeli legal proceeding relating to the transaction contemplated hereby. In addition, except as may be prohibited by any Israeli governmental entity or by any Israeli legal requirement, in connection with any such legal proceeding under or relating to the Israeli Restrictive Trade Practices Law or any other Israeli antitrust or fair trade law, each party hereto will permit authorized representatives of the other party to be present at each meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Israeli governmental entity in connection with any such legal proceeding.

Israeli Approvals. (a) Each party to this Agreement shall use its reasonable best efforts to deliver and file, as promptly as practicable after the date of this Agreement, each notice, report or other document required to be delivered by such party to to, or filed by such party with with, any Israeli governmental authority Governmental Entity with respect to the transaction contemplated herebyMerger. Without limiting the generality of the foregoing: : (i) as promptly as practicable after the date of this Agreement, Buyer the Company and Seller the Parent shall prepare and file the any notifications required, if any, required under the Israeli Restrictive Trade Practices Law in connection with the transaction contemplated hereby; Merger; (ii) Buyer the Company and Seller the Parent shall respond as promptly as practicable to any inquiries or requests received from the Commissioner of Israeli Restrictive Trade Practices Commissioner for additional information or documentation; and (iii) Seller the Company and the Parent shall use their reasonable best efforts to obtain, as promptly as practicable after the date of this Agreement, the following consentsOCS Approval, the Investment Center Approval, and any other consents and Approvals that may be required pursuant to Israeli Legal Requirements in connection with the transaction contemplated hereby: (x) approval of Merger. In this connection the OCS; and (y) approval of the Investment Center; and (iv) Buyer Parent shall provide to the OCS, OCS and the Investment CenterCenter any information, the Israeli Restrictive Trade Practices Commissioner and shall execute any information reasonably undertakings, customarily requested by such authorities and shallas a condition to the OCS Approval or Investment Center Approval (including if requested, without limitation the standard undertaking with respect to the observance by the Parent, as shareholder of the foregoingCompany or the Surviving Company, execute an undertaking of the requirements of The Encouragement of Research and Development in customary form in which Buyer undertakes to comply Industry Law, 5744-1984 of the State of Israel (together with the regulations promulgated thereunder, the “R&D Laws and regulations. Law”). (b) Each party to this Agreement shall shall: (i) give the other parties prompt notice of the commencement of any legal proceeding by or before any Israeli governmental entity Governmental Entity with respect to the transaction contemplated hereby, Transactions; (ii) keep the other parties informed as to the status of any such legal proceeding proceeding; and (iii) promptly inform the other parties of any communication to the Commissioner of Israeli Restrictive Trade Practices CommissionerPractices, the OCS, the Investment Center Center, the Israeli Securities Authority, the Israeli Tax Authority, the Companies Registrar or any other Israeli governmental entity Governmental Entity regarding any of the transactions contemplated by this AgreementTransactions. The parties to this Agreement will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Israeli legal proceeding relating to the transaction contemplated herebyMerger pursuant to a joint defense agreement separately agreed to. In addition, except as may be prohibited by any Israeli governmental entity Governmental Entity or by any Israeli legal requirementLegal Requirement, in connection with any such legal proceeding under or relating to the Israeli Restrictive Trade Practices Law or any other Israeli antitrust or fair trade law, each party hereto will permit authorized representatives of the other party to be present at or participate in each meeting meeting, conference or conference substantive telephone conversation relating to any such legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Israeli governmental entity Governmental Entity in connection with any such legal proceeding. (c) As soon as reasonably practicable after the execution of this Agreement, the Parent shall cause its Israeli counsel to prepare and file with the Israeli Securities Authority an application for an exemption from the requirements of the Israeli Securities Law, 5728-1968 concerning the publication of a prospectus in respect of the exchange of Company Options for the Assumed Options, pursuant to Section 15D of the Securities Law of Israel. The Company shall cooperate with the Parent in connection with 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 such exemption.

Israeli Approvals. (a) Each party to this Agreement shall use its reasonable best efforts to deliver and file, as promptly as practicable after the date of this Agreement, each notice, report or other document required to be delivered by such party to to, or filed by such party with with, any Israeli governmental authority Governmental Entity with respect to the transaction contemplated herebyMerger. Without limiting the generality of the foregoing: : (i) as promptly as practicable after the date of this Agreement, Buyer the Company and Seller the Parent shall prepare and file the any notifications required, if any, required under the Israeli Restrictive Trade Practices Law in connection with the transaction contemplated hereby; Merger; (ii) Buyer the Company and Seller the Parent shall respond as promptly as practicable to any inquiries or requests received from the Commissioner of Israeli Restrictive Trade Practices Commissioner for additional information or documentation; and (iii) Seller the Company and the Parent shall use their reasonable best efforts to obtain, as promptly as practicable after the date of this Agreement, the following consentsconsents and Approvals, and (subject to Section 5.2(e)) any other consents and Approvals that may be required pursuant to Israeli Legal Requirements in connection with the transaction contemplated herebyMerger: (xA) approval of the OCSOCS Approval; and (yB) approval of the Investment Center; and (iv) Buyer Center Approval. In this connection the Parent shall provide to the OCS, OCS and the Investment CenterCenter any information, the Israeli Restrictive Trade Practices Commissioner and shall execute any information reasonably undertakings, customarily requested by such authorities and shallas a condition to the OCS Approval or Investment Center Approval (including if requested, without limitation the standard undertaking with respect to the observance by the Parent, as shareholder of the foregoingCompany or the Surviving Company, execute an undertaking of the requirements of The Encouragement of Research and Development in customary form in which Buyer undertakes to comply with Industry Law, 5744 1984 of the State of Israel (the "R&D Laws and regulations. Law"). (b) Each party to this Agreement shall shall: (i) give the other parties prompt notice of the commencement of any legal proceeding by or before any Israeli governmental entity Governmental Entity with respect to the transaction contemplated hereby, Transactions; (ii) keep the other parties informed as to the status of any such legal proceeding proceeding; and (iii) promptly inform the other parties of any communication to the Commissioner of Israeli Restrictive Trade Practices CommissionerPractices, the OCS, the Investment Center Center, the Israeli Securities Authority, the Israeli Income Tax Commission, the Companies Registrar or any other Israeli governmental entity Governmental Entity regarding any of the transactions contemplated by this AgreementTransactions. The parties to this Agreement will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Israeli legal proceeding relating to the transaction contemplated herebyMerger pursuant to a joint defense agreement separately agreed to. In addition, except as may be prohibited by any Israeli governmental entity Governmental Entity or by any Israeli legal requirementLegal Requirement, in connection with any such legal proceeding under or relating to the Israeli Restrictive Trade Practices Law or any other Israeli antitrust or fair trade law, each party hereto will permit authorized representatives of the other party to be present at each meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Israeli governmental entity Governmental Entity in connection with any such legal proceeding. (c) As soon as reasonably practicable after the execution of this Agreement, the Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling confirming that (i) the obligation to pay capital gains tax on the exchange of the Company Shares for Parent Common Stock will be deferred in accordance with the provisions of Section 104(h) of the Ordinance, and (ii) the conversion or assumption by the Parent of Company Share Options into options (the "Assumed Options") and SARs to purchase shares of Parent Common Stock will not result in a taxable event with respect to such Company Share Options pursuant to Section 3(i) or Section 102 of the Ordinance, and with respect to such Company Share Options subject to Section 102, that the requisite holding period will be deemed to have begun at the time of the issuance of the Company Share Options (which ruling may be subject to customary conditions regularly associated with such a ruling) (the "Israeli Income Tax Ruling"). Each of the Company and the 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 for the Israeli Income Tax Ruling and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Income Tax Ruling. Subject to the terms and conditions hereof, the Company shall use reasonable best 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 Legal Requirements to obtain the Israeli Income Tax Ruling, as promptly as practicable. (d) Each of the Company and the Parent shall cause all documents that it is responsible for filing with any Governmental Entity under this Section 5.4 to comply as to form and substance in all material respects with the applicable Legal Requirements. Whenever any event occurs which is required to be set forth in an amendment or supplement to any such document or filing, the Company or the Parent, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the applicable Government Entity, such amendment or supplement. (e) As soon as reasonably practicable after the execution of this Agreement, the Parent shall cause its Israeli counsel to prepare and file with the Israeli Securities Authority an application for an exemption from the requirements of the Israeli Securities Law (1968) concerning the publication of a prospectus in respect of the exchange of the Company Options for the Assumed Options, pursuant to Section 15D of the Securities Law of Israel. The Company shall cooperate with the Parent in connection with 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 such exemption.

Israeli Approvals. Each party to this Agreement shall use all commercially reasonable efforts to deliver and file, as promptly as practicable after the date of this Agreement, each notice, report or other document required to be delivered by such party to or filed by such party with any Israeli governmental authority Governmental Entity with respect to the transaction contemplated herebyMerger. Without limiting the generality of the foregoing: : (ia) as As promptly as practicable after the date of this Agreement, Buyer Parent and Seller the Company shall prepare and file the notifications required, if any, under the Israeli Restrictive Trade Practices Law in connection with the transaction contemplated hereby; Merger; (iib) Buyer Parent and Seller the Company shall respond as promptly as practicable to any inquiries or requests received from the Israeli Restrictive Trade Practices Commissioner for additional information or documentation; ; (iiic) Seller The Company shall use all commercially reasonable efforts to obtain, as promptly as practicable after the date of this Agreement, the following consents, and any other consents that may be required necessary in connection with the transaction contemplated herebyMerger: (xi) written approval of the OCSOCS to the change in ownership of the Company to be effected by the Merger and such other matters as Parent may reasonably request (the "OCS APPROVAL"); and (yii) written approval of the Investment CenterCenter to the change in ownership of the Company to be effected by the Merger (the "INVESTMENT CENTER APPROVAL"); and and (ivd) Buyer Parent shall provide to the OCS, the Investment Center, the Israeli Restrictive Trade Practices Commissioner and the Israel Securities Authority any information reasonably requested by such authorities and shall, without limitation of the foregoing, execute an undertaking in customary form in which Buyer Parent undertakes to comply with the R&D Laws OCS laws and regulationsregulations and confirm to the OCS and the Investment Center that the Surviving Company shall continue to operate in a manner consistent with the Company's previous undertakings to the OCS and the Investment Center, subject to any changes set forth in the OCS Approval and the Investment Center Approval. Each party to this Agreement shall (i) give the other parties prompt notice of the commencement of any legal proceeding by or before any Israeli governmental entity Governmental Entity with respect to the transaction contemplated herebyMerger, (ii) keep the other parties informed as to the status of any such legal proceeding and (iii) promptly inform the other parties of any communication to the Israeli Restrictive Trade Practices Commissioner, the OCS, the Investment Center Center, the Israeli Securities Authority, the Companies Registrar or any other Israeli governmental entity Governmental Entity regarding the Merger or any of the other transactions contemplated by this Agreement. The parties to this Agreement will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Israeli legal proceeding relating to the transaction contemplated herebyMerger. In addition, except as may be prohibited by any Israeli governmental entity Governmental Entity or by any Israeli legal requirement, in connection with any such legal proceeding under or relating to the Israeli Restrictive Trade Practices Law or any other Israeli antitrust or fair trade law, each party hereto will permit authorized representatives of the other party to be present at each meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Israeli governmental entity Governmental Entity in connection with any such legal proceeding.

Israeli Approvals. Each party to this Agreement shall use all commercially reasonable efforts to deliver and file, as promptly as practicable after the date of this Agreement, each notice, report or other document required to be delivered by such party to or filed by such party with any Israeli governmental authority Governmental Entity with respect to the transaction contemplated herebyMerger. Without limiting the generality of the foregoing: : (ia) as As promptly as practicable after the date of this Agreement, Buyer Parent and Seller the Company shall prepare and file the notifications required, if any, under the Israeli Restrictive Trade Practices Law in connection with the transaction contemplated hereby; Merger; (iib) Buyer Parent and Seller the Company shall respond as promptly as practicable to any inquiries or requests received from the Israeli Restrictive Trade Practices Commissioner for additional information or documentation; ; (iiic) Seller The Company shall use all commercially reasonable efforts to obtain, as promptly as practicable after the date of this Agreement, the following consents, and any other consents that may be required necessary in connection with the transaction contemplated herebyMerger: (xi) written approval of the OCSOCS to the change in ownership of the Company to be effected by the Merger and such other matters as Parent may reasonably request (the “OCS Approval”); and (yii) written approval of the Investment CenterCenter to the change in ownership of the Company to be effected by the Merger (the “Investment Center Approval”); and and (ivd) Buyer Parent shall provide to the OCS, the Investment Center, the Israeli Restrictive Trade Practices Commissioner and the Israel Securities Authority any information reasonably requested by such authorities and shall, without limitation of the foregoing, execute an undertaking in customary form in which Buyer Parent undertakes to comply with the R&D Laws OCS laws and regulationsregulations and confirm to the OCS and the Investment Center that the Surviving Company shall continue to operate in a manner consistent with the Company’s previous undertakings to the OCS and the Investment Center, subject to any changes set forth in the OCS Approval and the Investment Center Approval. Each party to this Agreement shall (i) give the other parties prompt notice of the commencement of any legal proceeding by or before any Israeli governmental entity Governmental Entity with respect to the transaction contemplated herebyMerger, (ii) keep the other parties informed as to the status of any such legal proceeding and (iii) promptly inform the other parties of any communication to the Israeli Restrictive Trade Practices Commissioner, the OCS, the Investment Center Center, the Israeli Securities Authority, the Companies Registrar or any other Israeli governmental entity Governmental Entity regarding the Merger or any of the other transactions contemplated by this Agreement. The parties to this Agreement will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Israeli legal proceeding relating to the transaction contemplated herebyMerger. In addition, except as may be prohibited by any Israeli governmental entity Governmental Entity or by any Israeli legal requirement, in connection with any such legal proceeding under or relating to the Israeli Restrictive Trade Practices Law or any other Israeli antitrust or fair trade law, each party hereto will permit authorized representatives of the other party to be present at each meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Israeli governmental entity Governmental Entity in connection with any such legal proceeding.

Israeli Approvals. (a) Each party to this Agreement shall use its reasonable best efforts to deliver and file, as promptly as practicable after the date of this Agreement, each notice, report or other document required to be delivered by such party to to, or filed by such party with with, any Israeli governmental authority Governmental Entity with respect to the transaction contemplated herebyMerger. Without limiting the generality of the foregoing: : (i) as promptly as practicable after the date of this Agreement, Buyer the Company and Seller the Parent shall prepare and file the any notifications required, if any, required under the Israeli Restrictive Trade Practices Law in connection with the transaction contemplated hereby; Merger; (ii) Buyer the Company and Seller the Parent shall respond as promptly as practicable to any inquiries or requests received from the Commissioner of Israeli Restrictive Trade Practices Commissioner for additional information or documentation; and (iii) Seller the Company and the Parent shall use their reasonable best efforts to obtain, as promptly as practicable after the date of this Agreement, the following consentsOCS Approval, the Investment Center Approval, and any other consents and Approvals that may be required pursuant to Israeli Legal Requirements in connection with the transaction contemplated hereby: (x) approval of Merger. In this connection the OCS; and (y) approval of the Investment Center; and (iv) Buyer Parent shall provide to the OCS, OCS and the Investment CenterCenter any information, the Israeli Restrictive Trade Practices Commissioner and shall execute any information reasonably undertakings, customarily requested by such authorities and shallas a condition to the OCS Approval or Investment Center Approval (including if requested, without limitation the standard undertaking with respect to the observance by the Parent, as shareholder of the foregoingCompany or the Surviving Company, execute an undertaking of the requirements of The Encouragement of Research and Development in customary form in which Buyer undertakes to comply Industry Law, 5744-1984 of the State of Israel (together with the regulations promulgated thereunder, the “R&D Laws and regulations. Law”). (b) Each party to this Agreement shall shall: (i) give the other parties prompt notice of the commencement of any legal proceeding by or before any Israeli governmental entity Governmental Entity with respect to the transaction contemplated hereby, Transactions; (ii) keep the other parties informed as to the status of Table of Contents any such legal proceeding proceeding; and (iii) promptly inform the other parties of any communication to the Commissioner of Israeli Restrictive Trade Practices CommissionerPractices, the OCS, the Investment Center Center, the Israeli Securities Authority, the Israeli Tax Authority, the Companies Registrar or any other Israeli governmental entity Governmental Entity regarding any of the transactions contemplated by this AgreementTransactions. The parties to this Agreement will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Israeli legal proceeding relating to the transaction contemplated herebyMerger pursuant to a joint defense agreement separately agreed to. In addition, except as may be prohibited by any Israeli governmental entity Governmental Entity or by any Israeli legal requirementLegal Requirement, in connection with any such legal proceeding under or relating to the Israeli Restrictive Trade Practices Law or any other Israeli antitrust or fair trade law, each party hereto will permit authorized representatives of the other party to be present at or participate in each meeting meeting, conference or conference substantive telephone conversation relating to any such legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Israeli governmental entity Governmental Entity in connection with any such legal proceeding. (c) As soon as reasonably practicable after the execution of this Agreement, the Parent shall cause its Israeli counsel to prepare and file with the Israeli Securities Authority an application for an exemption from the requirements of the Israeli Securities Law, 5728-1968 concerning the publication of a prospectus in respect of the exchange of Company Options for the Assumed Options, pursuant to Section 15D of the Securities Law of Israel. The Company shall cooperate with the Parent in connection with 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 such exemption.

Israeli Approvals. (a) Each party to this Agreement shall use its reasonable best efforts to deliver and file, as promptly as practicable after the date of this Agreement, each notice, report or other document required to be delivered by such party to to, or filed by such party with with, any Israeli governmental authority Governmental Entity with respect to the transaction contemplated herebyMerger. Without limiting the generality of the foregoing: : (i) as promptly as practicable after the date of this Agreement, Buyer the Company and Seller the Parent shall prepare and file the any notifications required, if any, required under the Israeli Restrictive Trade Practices Law in connection with the transaction contemplated hereby; Merger; (ii) Buyer the Company and Seller the Parent shall respond as promptly as practicable to any inquiries or requests received from the Commissioner of Israeli Restrictive Trade Practices Commissioner for additional information or documentation; and (iii) Seller the Company and the Parent shall use their reasonable best efforts to obtain, as promptly as practicable after the date of this Agreement, the following consentsconsents and Approvals, and (subject to Section 5.2(e)) any other consents and Approvals that may be required pursuant to Israeli Legal Requirements in connection with the transaction contemplated herebyMerger: (xA) approval of the OCSOCS Approval; and (yB) approval of the Investment Center; and (iv) Buyer Center Approval. In this connection the Parent shall provide to the OCS, OCS and the Investment CenterCenter any information, the Israeli Restrictive Trade Practices Commissioner and shall execute any information reasonably undertakings, customarily requested by such authorities and shallas a condition to the OCS Approval or Investment Center Approval (including if requested, without limitation the standard undertaking with respect to the observance by the Parent, as shareholder of the foregoingCompany or the Surviving Company, execute an undertaking of the requirements of The Encouragement of Research and Development in customary form in which Buyer undertakes to comply with Industry Law, 5744 1984 of the State of Israel (the “R&D Laws and regulations. Law”). (b) Each party to this Agreement shall shall: (i) give the other parties prompt notice of the commencement of any legal proceeding by or before any Israeli governmental entity Governmental Entity with respect to the transaction contemplated hereby, Transactions; (ii) keep the other parties informed as to the status of any such legal proceeding proceeding; and (iii) promptly inform the other parties of any communication to the Commissioner of Israeli Restrictive Trade Practices CommissionerPractices, the OCS, the Investment Center Center, the Israeli Securities Authority, the Israeli Income Tax Commission, the Companies Registrar or any other Israeli governmental entity Governmental Entity regarding any of the transactions contemplated by this AgreementTransactions. The parties to this Agreement will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Israeli legal proceeding relating to the transaction contemplated herebyMerger pursuant to a joint defense agreement separately agreed to. In addition, except as may be prohibited by any Israeli governmental entity Governmental Entity or by any Israeli legal requirementLegal Requirement, in connection with any such legal proceeding under or relating to the Israeli Restrictive Trade Practices Law or any other Israeli antitrust or fair trade law, each party hereto will permit authorized representatives of the other party to be present at each meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Israeli governmental entity Governmental Entity in connection with any such legal proceeding. (c) As soon as reasonably practicable after the execution of this Agreement, the Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling confirming that (i) the obligation to pay capital gains tax on the exchange of the Company Shares for Parent Common Stock will be deferred in accordance with the provisions of Section 104(h) of the Ordinance, and (ii) the conversion or assumption by the Parent of Company Share Options into options (the “Assumed Options”) and SARs to purchase shares of Parent Common Stock will not result in a taxable event with respect to such Company Share Options pursuant to Section 3(i) or Section 102 of the Ordinance, and with respect to such Company Share Options subject to Section 102, that the requisite holding period will be deemed to have begun at the time of the issuance of the Company Share Options (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Israeli Income Tax Ruling”). Each of the Company and the 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 for the Israeli Income Tax Ruling and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Income Tax Ruling. Subject to the terms and conditions hereof, the Company shall use reasonable best 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 Legal Requirements to obtain the Israeli Income Tax Ruling, as promptly as practicable. (d) Each of the Company and the Parent shall cause all documents that it is responsible for filing with any Governmental Entity under this Section 5.4 to comply as to form and substance in all material respects with the applicable Legal Requirements. Whenever any event occurs which is required to be set forth in an amendment or supplement to any such document or filing, the Company or the Parent, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the applicable Government Entity, such amendment or supplement. (e) As soon as reasonably practicable after the execution of this Agreement, the Parent shall cause its Israeli counsel to prepare and file with the Israeli Securities Authority an application for an exemption from the requirements of the Israeli Securities Law (1968) concerning the publication of a prospectus in respect of the exchange of the Company Options for the Assumed Options, pursuant to Section 15D of the Securities Law of Israel. The Company shall cooperate with the Parent in connection with 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 such exemption.

Israeli Approvals. Each party Party to this Agreement shall use their respective reasonable best efforts to deliver and file, as promptly as practicable after the date of this Agreement, each notice, report report, or other document required to be delivered by such party Party or any Subsidiary to or filed by such party with Party or any Subsidiary of such Party with, and to obtain any required approval of, any Israeli governmental authority Governmental Entity with respect to the transaction contemplated herebyMerger. Without limiting the generality of the foregoing: : (ia) as As promptly as practicable after the date of this Agreement, Buyer Parent and Seller the Company shall prepare and file the notifications required, if any, under the Israeli Restrictive Trade Practices Competition Law in connection with the transaction contemplated hereby; Merger; (iib) Buyer Parent and Seller the Company shall respond as promptly as practicable to any inquiries or requests received from the Israeli Restrictive Trade Practices Commissioner General Director of the ICA for additional information or documentation; ; (iiic) Seller Parent and the Company shall use their reasonable best efforts to obtain, as promptly as practicable after the date of this Agreement, the following consentsany Consents and approvals from Israeli Governmental Entities, and any other consents if any, that may be required in connection with the transaction contemplated hereby: Merger; and (xd) approval of The Company shall inform the OCSIIA regarding the transactions under this Agreement as required under the R&D Law; and (y) approval of the Investment Center; and (iv) Buyer Parent shall provide to the OCSIIA, the Investment CenterGeneral Director of the ICA, and the Israeli Restrictive Trade Practices Commissioner ISA any information reasonably requested by such authorities and shall, without limitation of the foregoing, shall execute an undertaking in customary form in which Buyer undertakes to comply with the R&D Laws and regulationsLaw. Each party Party to this Agreement shall (i) give the other parties Parties prompt notice of the commencement of any legal proceeding Proceeding against it by or before any Israeli governmental entity Governmental Entity with respect to the transaction contemplated herebyMerger, (ii) keep the other parties Parties reasonably informed as to the status of any such legal proceeding Proceeding and (iii) promptly inform the other parties Parties of any communication to or from the Israeli Restrictive Trade Practices CommissionerGeneral Director of the ICA, the OCSIIA, the Investment Center Center, the ISA, the Companies Registrar, the TASE or any other Israeli governmental entity Governmental Entity regarding the Merger or any of the other transactions contemplated by this Agreement. The parties Parties to this Agreement will consult and cooperate with one another, another and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Israeli legal proceeding Proceeding relating to the transaction contemplated herebyMerger. In addition, except as may be prohibited by any Israeli governmental entity Governmental Entity or by any Israeli legal requirement, in connection with any such legal proceeding Proceeding under or relating to the Israeli Restrictive Trade Practices Competition Law and any applicable Guidelines of the ICA, including in particular ICA Guidelines No. 2/14, or any other Israeli antitrust or fair trade law, each party Party hereto will permit authorized representatives of the other party Party to be present at each meeting or conference relating to any such legal proceeding Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Israeli governmental entity Governmental Entity in connection with any such legal proceedingProceeding.

Israeli Approvals. Each party Party to this Agreement shall use its respective reasonable best efforts to deliver and file, as promptly as practicable after the date of this Agreement, each notice, report report, or other document required to be delivered by such party Party or any Subsidiary to or filed by such party with Party or any Subsidiary of such Party with, and to obtain any required approval of, any Israeli governmental authority Governmental Entity with respect to the transaction contemplated herebyMerger. Without limiting the generality of the foregoing: : (ia) as As promptly as practicable after the date of this Agreement, Buyer Parent and Seller the Company shall prepare and file the notifications required, if any, under the Israeli Restrictive Trade Practices Competition Law in connection with the transaction contemplated hereby; Merger; (iib) Buyer Parent and Seller the Company shall respond as promptly as practicable to any inquiries or requests received from the Israeli Restrictive Trade Practices Commissioner General Director of the ICA for additional information or documentation; ; (iiic) Seller Parent and the Company shall use their reasonable best efforts to obtain, as promptly as practicable after the date of this Agreement, the following consentsany Consents and approvals from Israeli Governmental Entities, and any other consents if any, that may be required in connection with the transaction contemplated hereby: Merger; (xd) approval of The Company shall inform the OCSIIA regarding the transactions under this Agreement as required under the R&D Law; and (y) approval of the Investment Center; and (iv) Buyer Parent shall provide to the OCSIIA, the Investment CenterGeneral Director of the ICA, and the Israeli Restrictive Trade Practices Commissioner ISA any information reasonably requested by such authorities and shall, without limitation of the foregoing, shall execute an undertaking in customary form in which Buyer undertakes to comply with the R&D Laws and regulations. Law; and (e) Each party Party to this Agreement shall (i) give the other parties Parties prompt notice of the commencement of any legal proceeding Proceeding against it by or before any Israeli governmental entity Governmental Entity with respect to the transaction contemplated herebyMerger, (ii) keep the other parties Parties reasonably informed as to the status of any such legal proceeding Proceeding, (iii) shall promptly notify the other Parties if it becomes aware of (a) any inaccuracy in any representation or warranty made by either Party in this Agreement; and (iiib) a failure of either Party to comply with any covenant or obligation of such Party in this Agreement, and (iv) promptly inform the other parties Parties of any communication to or from the Israeli Restrictive Trade Practices CommissionerGeneral Director of the ICA, the OCSIIA, the Investment Center Center, the ISA, the Companies Registrar, the TASE or any other Israeli governmental entity Governmental Entity regarding the Merger or any of the other transactions contemplated by this Agreement. The parties Parties to this Agreement will consult and cooperate with one another, another and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Israeli legal proceeding Proceeding relating to the transaction contemplated herebyMerger. In addition, except as may be prohibited by any Israeli governmental entity Governmental Entity or by any Israeli legal requirement, in connection with any such legal proceeding Proceeding under or relating to the Israeli Restrictive Trade Practices Competition Law and any applicable Guidelines of the ICA, including in particular ICA Guidelines No. 2/14, or any other Israeli antitrust or fair trade law, each party Party hereto will permit authorized representatives of the other party Party to be present at each meeting or conference relating to any such legal proceeding Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Israeli governmental entity Governmental Entity in connection with any such legal proceedingProceeding.