Common use of Israeli Tax Rulings Clause in Contracts

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 Withholding Ruling has not been received by the Acceptance Time, Parent and anyone acting on its behalf shall be entitled, as reasonably determined by Parent, to deduct and withhold from the consideration otherwise payable to any Person pursuant to Articles 2 and 3 such amounts as it is required to deduct and withhold with respect to the making of such payment under Applicable Law and shall timely pay such withholding amount to the appropriate Taxing Authority. If the Israeli Options Tax Ruling is not granted prior to the Acceptance Time, the Company shall seek to receive prior to the Acceptance Time an interim Tax ruling confirming that Parent and anyone acting on its behalf shall be exempt from Israeli withholding Tax in relation to any payments made to the 102 Trustee (the “Interim Options Ruling”). In the event that the Israeli Options Tax Ruling or the Interim Options Ruling has not been received by the Acceptance Time, Parent and anyone acting on its behalf shall be entitled, as reasonably determined by Parent, to deduct and withhold from the consideration otherwise payable to the 102 Trustee pursuant to Articles 2 and 3, such amounts as it is required to deduct and withhold with respect to the making of such payment under Applicable Law and shall timely pay such withholding amount to the appropriate Taxing Authority. For the avoidance of doubt, any amounts the payment of which has been delayed or held in escrow pursuant to this Section 7.07 shall not bear any interest.

Israeli Tax Rulings. As soon as reasonably practicable after following the execution date of this Agreement, the Company shall instruct its Israeli counsel, advisors and accountants, in coordination with Parent, accountants to prepare and file with the ITA an application for a ruling (which shall be provided to Parent for review and approval prior to its submission, which approval shall not be unreasonably withheld) (i) confirming that the treatment of any Options subject to Section 102 of the Ordinance in accordance with Section 2.3 shall not be regarded as a violation of the requisite holding period, if the applicable Option Consideration is deposited with the 102 Trustee of such Options until the end of the respective holding period (which ruling may be subject to customary conditions regularly associated with such a ruling), and (ii) requesting to exempt the non-Israeli Taxing Authority applications Personnel and consultants of the Company and its Affiliates from Israeli Tax, and to exempt the Company (and the Surviving Company after the Merger), its applicable Affiliates, Parent, Merger Sub, the 102 Trustee and the Paying Agent from any withholding obligation with respect to payments made pursuant to the Merger with respect to Options (the “Options Tax Ruling”). Parent will apply to the ITA to seek a pre-ruling exempting Parent and the Surviving Company from any obligation to withhold Israeli Tax from any consideration deposited with or payable by the Paying Agent, the 102 Trustee, the Surviving Company or otherwise deliverable pursuant to this Agreement or clarifying that no such obligation exists (the “Withholding Tax Ruling”). In the alternative, the Company shall, if requested by Parent, submit or include in the request for the Israeli Withholding Options Tax Ruling and a request for the Israeli Options Withholding Tax Ruling. Each of the Company and Parent shallshall cause their respective Israeli counsel, advisors and accountants to coordinate all activities, and shall instruct their Representatives and advisors to, to cooperate with each other other, with respect to the preparation and filing of such applications application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain in support of the Israeli Withholding request for the Options Tax Ruling and the Israeli Options Withholding Tax Ruling. Subject to the terms and conditions hereof, the Company shall use all 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 legal requirements Laws to obtain cause or facilitate obtaining the Israeli Withholding Options Tax Ruling and the Israeli Options Withholding Tax Ruling, as promptly as practicable. The Neither the Company nor any of its Representatives shall make any application to, or conduct any negotiation with, the ITA with respect to any matter relating to the subject matter of the Option Tax Ruling in coordination with Parent and its representatives, and the Company will enable Parent’s representatives to participate in all discussions and meetings relating thereto to the extent practical and upon reasonable notice. To the extent that Parent’s representatives elect not to participate in any meeting or discussion, the Company’s representatives shall provide Parent with a prompt and full report of the discussions held. In any event, the final text of the Israeli Withholding Tax Ruling, request for the Interim Withholding Ruling (as defined below), the Israeli Options Option Tax Ruling and the Interim Options Ruling (as defined below) shall in all circumstances be subject to the prior written confirmation consent of Parent or its counselParent, which consent shall not be 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 Withholding Ruling has not been received by the Acceptance Time, Parent and anyone acting on its behalf shall be entitled, as reasonably determined by Parent, to deduct and withhold from the consideration otherwise payable to any Person pursuant to Articles 2 and 3 such amounts as it is required to deduct and withhold with respect to the making of such payment under Applicable Law and shall timely pay such withholding amount to the appropriate Taxing Authority. If the Israeli Options Tax Ruling is not granted prior to the Acceptance Time, the Company shall seek to receive prior to the Acceptance Time an interim Tax ruling confirming that Parent and anyone acting on its behalf shall be exempt from Israeli withholding Tax in relation to any payments made to the 102 Trustee (the “Interim Options Ruling”). In the event that the Israeli Options Tax Ruling or the Interim Options Ruling has not been received by the Acceptance Time, Parent and anyone acting on its behalf shall be entitled, as reasonably determined by Parent, to deduct and withhold from the consideration otherwise payable to the 102 Trustee pursuant to Articles 2 and 3, such amounts as it is required to deduct and withhold with respect to the making of such payment under Applicable Law and shall timely pay such withholding amount to the appropriate Taxing Authority. For the avoidance of doubt, any amounts the payment of which has been delayed or held in escrow pursuant to this Section 7.07 shall not bear any interest.

Israeli Tax Rulings. As soon as reasonably practicable after the execution of this Agreementdate hereof, Acquiror and the Company shall instruct its their respective Israeli counsel, advisors and accountants, in coordination with Parent, accountants to prepare and file with the Israeli Taxing Income Tax Authority applications an application for a ruling (a) confirming that (i) that the assumption of the Company Stock Options and the conversion of the Options to purchase shares of Acquiror Common Stock in accordance with Section 2.10 will not result in a requirement for an immediate Israeli tax payment and that the Israeli taxation will be deferred until the exercise of such Assumed Options, or in the case of Assumed Options that are part of a “Section 102 Plan,” until the actual sale of the underlying shares of Acquiror Common Stock by the holders of such Assumed Options; and (ii) that the “lock-up period” under any “Section 102 Plan” will continue to run and will not be restarted as a result of the replacement of the Assumed Options (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Israeli Options Tax Ruling”), (b) that either: (i) exempts Acquiror, the Company and its or their agents from any obligation to withhold Israeli Tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement as part of the Merger Consideration or as part of the assumption, conversion or replacement of Company Options, or clarifying that no such obligation exists; or (ii) clearly instructs Acquiror, the Company and their agents how such withholding at source is to be performed, and in particular, with respect to the classes or categories of holders or former holders of Shares from which Tax is to be withheld (if any), the rate or rates of withholding to be applied (the “Israeli Withholding Tax Pre-Ruling”), and (c) provides that the Escrow Amount shall not be subject to Israeli Tax until actually received by the Stockholders (the “Escrow Tax Ruling”; and together with the Israeli Options Tax Ruling and the Israeli Options Withholding Tax Pre-Ruling, the “Israeli Tax Rulings”). Each of the Company and Parent Acquiror shall, and shall instruct their Representatives representatives and advisors to, coordinate all activities and to cooperate with each other other, with respect to the preparation and filing of such applications application 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 RulingRulings. Subject to the terms and conditions hereof, the Company parties shall use all 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 legal requirements Law to obtain the Israeli Withholding Tax Ruling and the Israeli Options Tax RulingRulings, 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 Withholding Ruling has not been received by the Acceptance Time, Parent and anyone acting on its behalf shall be entitled, as reasonably determined by Parent, to deduct and withhold from the consideration otherwise payable to any Person pursuant to Articles 2 and 3 such amounts as it is required to deduct and withhold with respect to the making of such payment under Applicable Law and shall timely pay such withholding amount to the appropriate Taxing Authority. If the Israeli Options Tax Ruling is not granted prior to the Acceptance Time, the Company shall seek to receive prior to the Acceptance Time an interim Tax ruling confirming that Parent and anyone acting on its behalf shall be exempt from Israeli withholding Tax in relation to any payments made to the 102 Trustee (the “Interim Options Ruling”). In the event that the Israeli Options Tax Ruling or the Interim Options Ruling has not been received by the Acceptance Time, Parent and anyone acting on its behalf shall be entitled, as reasonably determined by Parent, to deduct and withhold from the consideration otherwise payable to the 102 Trustee pursuant to Articles 2 and 3, such amounts as it is required to deduct and withhold with respect to the making of such payment under Applicable Law and shall timely pay such withholding amount to the appropriate Taxing Authority. For the avoidance of doubt, any amounts the payment of which has been delayed or held in escrow pursuant to this Section 7.07 shall not bear any interest.

Israeli Tax Rulings. As soon as reasonably practicable after the execution of this Agreement, the Company shall instruct its Israeli counsel, advisors SBT and accountants, in coordination with Parent, certain SBT Sellers intend to prepare and file with the ITA an application for a ruling permitting any such SBT Seller who elects to become a party to such a Tax ruling (each, an “Electing Holder”), to defer any applicable Israeli Taxing Authority applications Tax, if applied, with respect to such SBT Consideration Shares (and if deemed necessary by such Electing Holder, any SBT Earnout Shares) that such Electing Holder will receive pursuant to this Agreement until the sale, transfer or other conveyance for cash of such share portion of the Israeli Withholding Tax Ruling and consideration by such Electing Holder or such other date set forth in Section 104H of the Israeli Options ITO (the “104H Tax Ruling”). Each of the Company DEAC, DK and Parent shallNew DK, and as applicable shall instruct their Representatives and advisors to, reasonably cooperate with each other SBT, the Electing Holders and their Israeli counsel with respect to the preparation and filing of such applications application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Withholding 104H Tax Ruling and or the Israeli Options Tax 104H Interim Ruling. Subject to , provided that any costs associated with the terms and conditions hereof, application for 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 104H Tax Ruling and shall be paid by SBT. Each written submission or application for 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 104H Tax Ruling or the Interim Options 104H Ruling within shall be in a form approved in good faith by DK prior to submission (such approval not to be unreasonably withheld, conditioned or delayed). Upon the obtaining of the 104H Tax Ruling or the 104H Interim Ruling, as applicable, DEAC, New DK, SBT and any trustee appointed pursuant to the 104H Tax Ruling shall furnish to the ITA a customary approval letter, prepared by SBT and approved in good faith by each Person that will furnish such letter, of the terms of such ruling. Notwithstanding the provisions of Section 13.6, if the 104H Tax Ruling or the 104H Interim Ruling shall be received at least 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 Business Days prior to the Acceptance Timeapplicable withholding date, then 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 provisions 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 104H Tax Ruling or the 104H Interim Withholding Ruling has not been received by the Acceptance Timeshall apply with respect to each Electing Holder and, Parent solely for purposes of Israeli Taxes, all applicable withholding and anyone acting on its behalf shall be entitled, as reasonably determined by Parent, to deduct and withhold from the consideration otherwise payable to any Person pursuant to Articles 2 and 3 such amounts as it is required to deduct and withhold reporting procedures with respect to the making of such payment under Applicable Law and shall timely pay such withholding amount to the appropriate Taxing Authority. If the Israeli Options Tax Ruling is not granted prior to the Acceptance Time, the Company shall seek to receive prior to the Acceptance Time an interim Tax ruling confirming that Parent and anyone acting on its behalf consideration payable hereunder shall be exempt from Israeli withholding Tax made in relation to any payments made to accordance with the 102 Trustee (provisions of the “Interim Options Ruling”). In the event that the Israeli Options 104H Tax Ruling or the 104H Interim Options Ruling has not been received by the Acceptance Time, Parent and anyone acting on its behalf shall be entitledRuling, as reasonably determined by Parentapplicable, to deduct and withhold from Section 104H of the consideration otherwise payable to the 102 Trustee pursuant to Articles 2 and 3, such amounts as it is required to deduct and withhold with respect to the making of such payment under Applicable Law and shall timely pay such withholding amount to the appropriate Taxing Authority. For the avoidance of doubt, any amounts the payment of which has been delayed or held in escrow pursuant to this Section 7.07 shall not bear any interestITO.

Israeli Tax Rulings. As soon as reasonably practicable after following the execution date of this Agreement, the Company shall instruct its Israeli counsel, advisors and accountants, in coordination with Parent, accountants to prepare and file with the ITA an application for a ruling (which shall be provided to Parent for review and approval prior to its submission, which approval shall not be unreasonably withheld) (i) confirming that the treatment of any Options and Stock Appreciation Rights subject to Section 102 of the Ordinance in accordance with Section 2.3 shall not be regarded as a violation of the requisite holding period, if the applicable Option Consideration is deposited with the Option Trustee of such Options and Stock Appreciation Rights until the end of the respective holding period (which ruling may be subject to customary conditions regularly associated with such a ruling), and (ii) requesting to exempt the non-Israeli Taxing Authority applications Personnel and consultants of the Company and its Affiliates from Israeli Tax, and to exempt the Company (and the Surviving Corporation after the Merger), its applicable Affiliates, Parent, Merger Sub, the Option Trustees and the Paying Agent from any withholding obligation with respect to payments made pursuant to the Merger with respect to Options and Stock Appreciation rights (the “Options Tax Ruling”). Parent will apply to the ITA to seek a pre-ruling exempting Parent and the Surviving Corporation from any obligation to withhold Israeli Tax from any consideration deposited with or payable by the Paying Agent, the Option Trustees, the Surviving Corporation or otherwise deliverable pursuant to this Agreement or clarifying that no such obligation exists (the “Withholding Tax Ruling”). In the alternative, the Company shall, if requested by Parent, submit or include in the request for the Israeli Withholding Options Tax Ruling and a request for the Israeli Options Withholding Tax Ruling. Each of the Company and Parent shallshall cause their respective Israeli counsel, advisors and accountants to coordinate all activities, and shall instruct their Representatives and advisors to, to cooperate with each other other, with respect to the preparation and filing of such applications application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain in support of the Israeli Withholding request for the Options Tax Ruling and the Israeli Options Withholding Tax Ruling. Subject to the terms and conditions hereof, the Company shall use all 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 legal requirements Laws to obtain cause or facilitate obtaining the Israeli Withholding Options Tax Ruling and the Israeli Options Withholding Tax Ruling, as promptly as practicable. The final text of ; provided, that obtaining 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 shall not be a condition to the Company’s obligations to complete the Merger or any other Transactions; provided, further, that if the Withholding Tax Ruling is not obtained prior to the Closing Date, the Company may instruct its Israeli counsel, advisors and accountants to apply to the ITA prior to the Closing Date for an extension of time with respect to the obligation to deduct or withhold Israeli Tax from the Merger Consideration, Option Consideration or Warrant Consideration payable pursuant to this Agreement and if such extension is not granted prior to the Acceptance Timedate such payments become due and payable, 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 Withholding Ruling has not been received by the Acceptance Time, Parent and anyone acting on its behalf shall be entitled, as reasonably determined by Parent, to deduct Surviving Corporation may make such payments and withhold from the consideration otherwise payable to any Person pursuant to Articles 2 and 3 such amounts as it is required to deduct and withhold applicable Israeli Taxes in accordance with respect to the making of such payment under Applicable Law and shall timely pay such withholding amount to the appropriate Taxing Authority. If the Israeli Options Tax Ruling is not granted prior to the Acceptance Time, the Company shall seek to receive prior to the Acceptance Time an interim Tax ruling confirming that Parent and anyone acting on its behalf shall be exempt from Israeli withholding Tax in relation to any payments made to the 102 Trustee (the “Interim Options Ruling”). In the event that the Israeli Options Tax Ruling or the Interim Options Ruling has not been received by the Acceptance Time, Parent and anyone acting on its behalf shall be entitled, as reasonably determined by Parent, to deduct and withhold from the consideration otherwise payable to the 102 Trustee pursuant to Articles 2 and 3, such amounts as it is required to deduct and withhold with respect to the making of such payment under Applicable Law and shall timely pay such withholding amount to the appropriate Taxing Authorityapplicable Law. For the avoidance of doubtdoubt (and unless Parent is entitled to and does elect to directly pay the Option Consideration as contemplated by Section 2.3(d)), any amounts the payment Option Trustee shall wire the funds to each such Option or Stock Appreciation Right holder after deducting all applicable withholding Taxes (subject to the requirements of which has been delayed or held in escrow pursuant to this Section 7.07 shall not bear any interestthe Option Tax Ruling).