Common use of Israeli Income Tax Ruling Clause in Contracts

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 action and to do, or cause to be done, all things necessary, proper or advisable under applicable law to obtain the Israeli Income Tax Ruling and the Supplemental Rulings as promptly as practicable. Parent and the Company will cooperate to determine if it is appropriate to request any rulings from the Israeli Income Tax Commissioner with respect to the Sub-Plan Options, and, if appropriate, shall cooperate to request such rulings.

Israeli Income Tax Ruling. As soon as reasonably practicable after the execution of this Agreement, Parent the Company shall cause its the Company's Israeli counsel counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling ruling: (i) deferring any obligation to pay capital gains tax on the exchange of the Company Shares in the Merger until the earlier of two (2) years after the Closing or the date on which a shareholder sells the shares of Parent Common Stock received as of the Closing, and (ii) 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 Stock (the "ASSUMED OPTIONSAssumed 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, that is substantially similar to the foregoing will be sufficient to comply with the conditions set forth in this Section 4.18 and, clause and provided further, 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 Shares in connection with the Merger (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, 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 and the Supplemental RulingsRuling. Subject to the terms and conditions hereof, the Company shall cooperate as reasonably requested by Parent use reasonable best efforts to promptly to 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 Law to obtain the Israeli Income Tax Ruling and Rulings, or as appropriate the Supplemental Rulings confirmation referred to in Section 6.3(d), as promptly as practicable. Notwithstanding any provisions contained in Section 4.1 hereof to the contrary, Company shall be permitted to comply with any conditions contained in the ruling described in this Section 5.5 or reasonable requests made by the Israeli Tax Commissioner in connection with its delivery of such ruling; PROVIDED, HOWEVER, (i) that Company shall give Parent at least three (3) days written notice of any such conditions or requests prior to compliance with such conditions or requests, and (ii) that in no event shall 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 Company, (B) prohibit or impair any business practice of the Company, any acquisition of property by the Company will cooperate to determine if it is appropriate to request or any rulings from of its subsidiaries or the Israeli Income Tax Commissioner with respect to conduct of business by the Sub-Plan OptionsCompany of any of its subsidiaries, and, if appropriate, shall cooperate to request such rulingsor (C) adversely impact or materially delay the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Israeli Income Tax Ruling. As soon as reasonably practicable after the execution date of this Agreement, Parent but no later than fourteen (14) days, Biosight shall cause its Israeli counsel to prepare and file with the Israeli Income Tax Commissioner ITA an application for a Tax ruling confirming that pursuant to the conversion provisions of Section 104(h) to the Ordinance on behalf of the Company Stock Options into options Biosight Shareholders who elect to purchase shares become a party to such a Tax ruling (each, an “Electing Holder”), which application shall be filed only after allowing Advaxis and its Israeli counsel to review, comment on and approve such application in advance of Parent Common Stockits submission to the ITA, but not including deferring any obligation to pay capital gains tax on the Sub-Plan Options exchange of the Biosight Shares in the Merger (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 Ruling”); provided that (i) with respect to each of neither the Assumed Options that is subject to Section 102 of the Israeli Interim 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 Ruling nor the Israeli Income Tax Ruling shall impose any restrictions or obligations on Advaxis or any of its subsidiaries or the Surviving Company, without Advaxis’ prior written consent, (ii) the final wording of such rulings shall be approved in advance by Advaxis or its Israeli counsel, and (iii) any Costs associated with the Supplemental Rulingsapplication for such rulings shall be paid by reducing from the Merger Consideration payable to, or otherwise funded by, the Electing Holders. Subject to the terms and conditions hereof, the Company Parties shall cooperate as reasonably requested by Parent use their reasonable best efforts to promptly to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law Legal Requirements to obtain the Israeli Income Tax Ruling and the Supplemental Rulings as promptly as practicable. Parent Biosight shall provide Advaxis and Advaxis’ counsel with a notice regarding any meeting or discussion with the Company will cooperate ITA within three (3) Business Days prior to determine such meeting or discussion and, if it is appropriate requested, shall allow Advaxis’ counsel to request any rulings from participate in such meeting or discussion. The Parties hereby agree, that to the extent so required under the relevant Israeli Income Tax Ruling, the Merger Consideration distributable to Biosight Shareholders at the Closing in accordance with this Agreement shall be deposited with a Paying Agent or trustee, who shall act as a paying, escrow agent or trustee, subject to the terms of the Israeli Income Tax Commissioner with respect Ruling and a customary paying agent agreement shall be executed prior to the Sub-Plan OptionsClosing by and between the Paying Agent, and, if appropriate, shall cooperate to request such rulingsAdvaxis and Biosight.

Israeli Income Tax Ruling. As soon as reasonably practicable after practicable, the execution of this Agreement, Parent Company shall cause its Israeli counsel and accountants to prepare and file with the Israeli Income Tax Commissioner ITA an application for rulings in such forms and on such conditions as shall be approved by the Parent, including inter alia: (i) a broad “104H ruling,” (1) deferring any obligation to pay capital gains tax on the exchange of the Company Shares in the Merger, and (2) exempting Company Shareholders who are not Israeli residents from withholding at source with respect to the Merger Shares, all subject to the restrictions imposed on the Company Shareholders and the Parent pursuant to Section 104H of the ITO; and (ii) either under the 104H ruling or as a separate “102 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 Assumed Options (and the "ASSUMED OPTIONS") Company Warrants into the Assumed Warrants will not result in a requirement for an immediate Israeli tax payment payment, and that the Israeli taxation will be deferred until the exercise of the Assumed Optionswarrants 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 holdersholders (collectively, 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 VersionRulings”), 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 The parties shall cause their respective Israeli counsel, accountants and other advisors, counsels 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 in order to obtain the Israeli Income Tax Ruling and the Supplemental Rulings. Subject to the terms and conditions hereof, the Company parties shall cooperate as reasonably requested by Parent use their best efforts to promptly to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law Law to obtain the Israeli Income Tax Ruling and the Supplemental Rulings as promptly as practicable. Parent and The parties hereby agree, that to the extent so required under the relevant Israeli Income Tax Ruling, the Merger Shares distributable to the Company will cooperate Shareholders at the Closing in accordance with this Agreement shall be deposited with the Paying Agent, who shall act as a paying or escrow agent, subject to determine if it is appropriate to request any rulings from the terms of the Israeli Income Tax Commissioner with respect Rulings and an appropriate Paying Agent agreement shall be executed prior to the Sub-Plan OptionsClosing by and between the Paying Agent, and, if appropriate, shall cooperate to request such rulingsthe Parent and the Company.

Israeli Income Tax Ruling. As soon as reasonably practicable after the execution of this Agreement, Parent the Company, Buyer and Merger Sub shall cause its their respective Israeli counsel counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner an application for a ruling confirming that concerning the conversion Israeli Tax treatment of the Company Stock Options into options to purchase shares of Parent Common Stock, but not including the Sub-Plan Options (the "ASSUMED OPTIONS") Merger and that will include specific arrangements concerning withholding Taxes under which Buyer 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 obligated 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 OptionBuyer Common Stock, and (ii) that will not impose any obligations on 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 Company, Buyer or its shareholders without Buyer’s prior written consent (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 Buyer shall cause their its respective Israeli counsel, accountants and other advisors, 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 and the Supplemental RulingsRuling. Subject to the terms and conditions hereof, the Company and Buyer shall cooperate as reasonably requested by Parent use reasonable best efforts to promptly to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to obtain the Israeli Income Tax Ruling and the Supplemental Rulings as promptly as practicable. Parent and Notwithstanding any provisions contained in Section 4.1 to the contrary, the Company will cooperate shall be permitted to determine if it is appropriate to request comply with any rulings from conditions contained in the ruling described in this Section 5.4(b) or reasonable requests made by the Israeli Income Tax Commissioner in connection with respect 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 the Sub-Plan Optionscompliance with such conditions or requests, andand (ii) that in no event, if appropriateunless consented to by Buyer, shall cooperate the Company comply with any such condition or request in the event any such condition or request might reasonably be expected to request such rulings(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. 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"“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 ’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"“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 “Section 102 OPTIONS"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 ’s income there under will continue to be characterized as capital gain (the "SUPPLEMENTAL RULINGS"“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 action and to do, or cause to be done, all things necessary, proper or advisable under applicable law to obtain the Israeli Income Tax Ruling and the Supplemental Rulings as promptly as practicable. Parent and the Company will cooperate to determine if it is appropriate to request any rulings from the Israeli Income Tax Commissioner with respect to the Sub-Plan Options, and, if appropriate, shall cooperate to request such rulings.