Israeli Income Tax Ruling. As soon as reasonably practicable after the execution of this Agreement, Parent shall cause its Israeli counsel to prepare and file with the Israeli Income Tax Commissioner an application for a ruling confirming that the conversion of the Company Stock Options into options to purchase shares of Parent Common Stock, but not including the Sub-Plan Options (the "ASSUMED OPTIONS") 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 Assumed Options, or in the event of Assumed Options which are part of a "Section 102 Plan", until the actual sale of the shares of Parent Common Stock by the option holders, provided that any ruling that, in Parent's determination, is substantially similar to the foregoing will be sufficient to comply with the conditions set forth in this Section 4.18 and, provided further, that Parent is reasonably satisfied that, in light of such ruling, Parent is not required to withhold any Taxes in respect of the issuance of Parent Common Stock to any holder of Assumed Options (the "ISRAELI INCOME TAX RULING"). Parent shall also use commercially reasonable efforts to obtain rulings from the Israeli Income Tax Commissioner to the effect that (i) with respect to each of the Assumed Options that is subject to Section 102 of the Income Tax Ordinance (New Version), 5721-1961 ("SECTION 102 OPTIONS"), the requisite holding period will be deemed to have begun at the time of the issuance of the related Company Stock Option, and (ii) the Section 102 Options continue to be subject to the taxation schedule elected by the Company under such Section 102 and all of the employee's income there under will continue to be characterized as capital gain (the "SUPPLEMENTAL RULINGS"); provided, however, that for the sake of clarity, the Supplemental Rulings are not included in the definition of "Israeli Income Tax Ruling". Each of the Company and Parent shall cause their respective Israeli counsel, accountants and other advisors, to coordinate all activities, and to cooperate with each other, 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 Israeli Income Tax Ruling and the Supplemental Rulings. Subject to the terms and conditions hereof, the Company shall cooperate as reasonably requested by Parent to promptly to take, or cause to be taken, all actio...
Israeli Income Tax Ruling. The Company shall have obtained the Israeli Income Tax Ruling.
Israeli Income Tax Ruling. Section 4.18, ...................... 48
Israeli Income Tax Ruling. As soon as reasonably practicable after the execution of this Agreement, the Company, Buyer and Merger Sub shall cause their respective Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling concerning the Israeli Tax treatment of the Merger and that will include specific arrangements concerning withholding Taxes under which Buyer will not be obligated to withhold any Taxes with respect to the Buyer Common Stock, and that will not impose any obligations on the Company, Buyer or its shareholders without Buyer’s prior written consent (the “Israeli Income Tax Ruling”). Each of the Company and Buyer shall cause its respective Israeli counsel to coordinate all activities, and to cooperate with each other, 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 Israeli Income Tax Ruling. Subject to the terms and conditions hereof, the Company and Buyer shall use reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to obtain the Israeli Income Tax Rulings as promptly as practicable. Notwithstanding any provisions contained in Section 4.1 to the contrary, the Company shall be permitted to comply with any conditions contained in the ruling described in this Section 5.4(b) or reasonable requests made by the Israeli Tax Commissioner in connection with its delivery of such ruling; provided, however, (i) that the Company shall give Buyer at least three days written notice of any such conditions or requests prior to compliance with such conditions or requests, and (ii) that in no event, unless consented to by Buyer, shall the Company comply with any such condition or request in the event any such condition or request might reasonably be expected to (A) have a Material Adverse Effect on the Company, (B) prohibit or impair any business practice of the Company, any acquisition of property by the Company or any Company Subsidiary or the conduct of business by the Company or any Company Subsidiary, or (C) adversely impact or delay the consummation of the Merger or any of the other transactions contemplated by this Agreement.
Israeli Income Tax Ruling. The parties acknowledge that the Company has caused its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling: (i) deferring any obligation to pay capital gains tax on the exchange of the Company Shares in the Merger subject to the restrictions imposed on the Existing Company Shareholders and the Parent pursuant to Section 103(k) or 104(h) of the Israeli Tax Ordinance (provided, however, that any ruling under Section 103(k) cannot impose any restrictions on the transferability by the holders thereof of any shares of Parent Common Stock or other securities of Parent issued and outstanding immediately prior to the Closing), and (ii) confirming that the conversion of the Company Options into the Assumed Options 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 warrants or options issued in exchange of the Company Options and Company Warrants, or in the event of Assumed Options which are part of a “Section 102 Plan,” until the actual sale of the shares of Parent Common Stock by the option holders (the “Israeli Income Tax Ruling”). The Company shall use 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 Israeli Income Tax Rulings.
Israeli Income Tax Ruling. As soon as reasonably practicable after the execution of this Agreement, the Company shall cause the Company's counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling: (i) deferring any obligation to pay capital gains tax on the exchange of the Company Shares in the Merger until the date on which a shareholder sells the shares of Activeworlds Common Stock received as of the Closing, and (ii) confirming that the conversion of certain of the Company Options into options to purchase shares of Activeworlds Common Stock pursuant to Section 2.4.5(d) (the "SUBSTITUTED OPTIONS") and the exchange of certain of the Company Warrants into warrants to purchase shares of Activeworlds Common Stock pursuant to Section 2.4.5 (d) (the "SUBSTITUTED WARRANTS") will not result in a requirement for an immediate Israeli tax payment and that the Israeli taxation will be deferred until the exercise or sale, as the case may be, of the Substituted Options (the "ISRAELI TAX RULING")
Israeli Income Tax Ruling. Subject to the right of the Company to waive the condition relating to the Israeli Income Tax Ruling pursuant to Section 5.3(d), the Israeli Income Tax Ruling issued by the Israeli Income Tax Commissioner shall not impose any material restriction (i) on any Person that is a stockholder of Parent as of, immediately prior to or following the Closing, or (ii) the transfer of assets, business or operations of Parent, any Parent Entity or the Company, in each case pursuant to Section 103(k) to the Tax Ordinance.
Israeli Income Tax Ruling. The Parties shall have been issued the Israeli Income Tax Ruling by the Israeli Income Tax Commissioner.
Israeli Income Tax Ruling. The parties acknowledge that the Company has caused its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling: (i) deferring any obligation to pay capital gains tax on the exchange of the Company Shares in the Merger subject to the restrictions imposed on the Existing Company Shareholders and the Parent pursuant to Section 103(k) of the Israeli Tax Ordinance and (ii) confirming that the conversion of the Company Options into the Assumed Options 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 warrants or options issued in exchange of the Company Options and Warrants, or in the event of Assumed Options which are part of a “Section 102 Plan,” until the actual sale of the shares of Parent Common Stock by the option holders (the “Israeli Income Tax Ruling”). The Company shall use 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 Israeli Income Tax Rulings.
Israeli Income Tax Ruling. Subject to Sections 9.3 and 9.5 below, Novomic, on behalf of itself and the Novomic Shareholders, shall have received, and delivered to BRDT and its Israeli counsel, a tax ruling issued by the Israeli Income Tax Authorities pursuant to Section 104(h) of the Israeli Tax Ordinance. 8.8. Injunctions or Restraints on Conduct of Business. No order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition is limiting or restricting Novomic's ownership of the BRDT Shares, conduct or operation of the business following the Closing shall be in effect, and no legal proceeding seeking any of the foregoing, or any other injunction, restraint or material damages in connection with the Merger or the other Transactions, shall be pending or threatened. 8.9. Absence of Adverse Changes. 8.10. From the date hereof until the Closing, there will have been no material adverse change in the financial or business condition of BRDT. 8.
