Israeli Tax Rulings. As soon as reasonably practicable after the execution of this Agreement, the Company shall instruct its Israeli counsel, advisors and accountants, in coordination with Parent, to prepare and file with the Israeli Taxing Authority applications for the Israeli Withholding Tax Ruling and the Israeli Options Tax Ruling. Each of the Company and Parent shall, and shall instruct their Representatives and advisors to, cooperate with each other with respect to the preparation and filing of such applications and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Withholding Tax Ruling and the Israeli Options Tax Ruling. Subject to the terms and conditions hereof, the Company shall use all 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 legal requirements to obtain the Israeli Withholding Tax Ruling and the Israeli Options Tax Ruling, as promptly as practicable. The final text of the Israeli Withholding Tax Ruling, the Interim Withholding Ruling (as defined below), the Israeli Options Tax Ruling and the Interim Options Ruling (as defined below) shall in all circumstances be subject to the prior written confirmation of Parent or its counsel, which consent shall not unreasonably be withheld or delayed. For this purpose, failure to respond to any draft (or to proposed comments made by the Company’s counsel to any draft) of the Israeli Withholding Tax Ruling, the Interim Withholding Ruling, the Israeli Options Tax Ruling or the Interim Options Ruling within three (3) business days in Israel of receipt shall be deemed to be an approval of such draft (or comments proposed to such draft) by Parent and its counsel. If the Israeli Withholding Tax Ruling is not granted prior to the Acceptance Time, the Company shall seek to receive prior to the Acceptance Time an interim withholding Tax ruling (the “Interim Withholding Ruling”) providing that (i) Parent and anyone acting on its behalf shall deposit amounts specified in the Interim Withholding Ruling in an escrow account approved by the Israeli Taxing Authority for the benefit of the Israeli Taxing Authority until the Israeli Withholding Tax Ruling is obtained and (ii) Israeli withholding Tax shall not apply to the remaining consideration payable pursuant to this Agreement. In the event that the Israeli Withholding Tax Ruling or the Interim Withholdi...
Israeli Tax Rulings. (a) As soon as reasonably practicable after the execution of this Agreement, the Company shall cause its Israeli counsel, in consultation with Parent and its counsel, advisors and/or accountants, to prepare and file with the ITA one or more applications:
Israeli Tax Rulings. (i) As soon as reasonably practicable after the execution of this Agreement, 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 the conversion or assumption by Parent of Company Stock Options into options (the "ASSUMED OPTIONS") to purchase shares of Parent Common Stock will not result in a taxable event with respect to such Company Stock Options pursuant to Section 3(i) or Section 102 of the Ordinance, and with respect to such Company Stock 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 Stock Options (which ruling may be subject to customary conditions regularly associated with such a ruling) (the "ISRAELI INCOME TAX RULING"). Each of Company and 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 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, 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 Law to obtain the Israeli Income Tax Ruling, as promptly as practicable. The Israeli Income Tax Ruling shall not be a condition precedent to the obligation of the parties to effect the Merger.
Israeli Tax Rulings. Otic Pharma shall have prepared, filed and received all Israeli Tax Rulings with respect to the transactions contemplated hereunder.
Israeli Tax Rulings. The following rulings shall have been obtained: (i) the 104H Tax Ruling (or if the 104H Tax Ruling is not obtained prior to the Closing, the 104H Interim Tax Ruling); (ii) the Withholding Tax Ruling (if not incorporated as part of the 104H Tax Ruling); (iii) the Check-Cap Options Tax Ruling (or if the Check-Cap Options Tax Ruling is not obtained prior to the Closing, the Check-Cap Interim Options Tax Ruling); (iv) the 103T Tax Ruling (or if the 103T Tax Ruling is not obtained prior to the Closing, the 103T Interim Tax Ruling); (v) the Keystone Options Tax Ruling (or if the Keystone Options Tax Ruling is not obtained prior to the Closing, the Keystone Interim Options Tax Ruling); and (vi) the Capital Market Tax Ruling (if required by the ITA and if not incorporated as part of the 104H Tax Ruling or the Withholding Tax Ruling).
Israeli Tax Rulings. (a) As soon as practicable following the date hereof, the Company shall instruct its Israeli counsel, advisors and accountants to prepare and file with the ITA an application for a ruling including an interim ruling (which shall be confirmed by Parent prior to its submission) confirming that the conversion of Company Stock Options subject to Section 102 of the Ordinance in accordance with Section 6.04 (Company Stock Options) and Company Ordinary Shares subject to Section 102 of the Ordinance in accordance with Section 2.01(c) (Conversion of Company Ordinary Shares) shall not be regarded as a violation of the “requisite holding period” (as such term is defined in Section 102 of the Ordinance) so long as the respective Option Consideration and the Merger Consideration are deposited with the 102 Trustee until the end of the respective holding period (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Options Tax Ruling”). The Company shall include a request to exempt Parent, the Surviving Corporation and the Paying Agent from any withholding obligation, in the request for the Options Tax Ruling. Without limiting the generality of Section 6.03(c) and Section 6.03(d), each of the Company and 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 and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Options Tax Ruling. The final text of the Option Tax Ruling shall in all circumstances be subject to the prior written confirmation of Parent or its counsel, which shall not be unreasonably delayed, withheld or conditioned. Subject to the terms and conditions hereof, the Company shall use commercially 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 Laws to obtain the Options Tax Ruling, as promptly as practicable, however, if a final or interim ruling is not obtained for any reason whatsoever by the Closing Date, the Closing shall not be delayed or postponed merely for that reason.
Israeli Tax Rulings. As soon as reasonably practicable after the date hereof, the Company shall prepare and file with the ITA an application for a ruling:
Israeli Tax Rulings. As soon as reasonably practicable after the Agreement Date, the Company shall cause its Israeli counsel and/or Company Contractors, in coordination with Acquirer and its Israeli counsel, to prepare and file with the ITA an application for the following rulings, provided that Acquirer and its Israeli counsel had the opportunity to review, comment and approve each of such rulings’ application (which for the avoidance of doubt such approval shall not be unreasonably withheld, conditioned or delayed) prior to their filling with the ITA and the rulings prior to their approval by the ITA:
Israeli Tax Rulings. “Israeli Tax Rulings” shall have the meaning set forth in Section 5.3(b) of the Agreement.
Israeli Tax Rulings. As soon as reasonably practicable after the execution of this Agreement, the Company Subsidiary shall cause its Israeli counsel and/or Israeli consultants to prepare and file with the ITA one or more applications, or, in the case of applications that have previously been filed, to continue to use its best efforts to diligently pursue in good faith the receipt from the ITA of one or more rulings that:
