Common use of Israeli Tax Rulings Clause in Contracts

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. (i) As soon as reasonably practicable practicable, and to the extent legally required, after the execution of this Agreement, Company MediVision shall instruct its Israeli counsel, tax advisors and accountants to prepare and file with the Israeli Income Tax Commissioner Authority an application for a ruling confirming that the conversion or assumption by Parent OIS of Company Stock MediVision Options into options (the "ASSUMED OPTIONS"Replacement Options pursuant to Section 4.04(a) to purchase shares of Parent Common Stock will not result in a taxable event with respect to such Company Stock MediVision Options pursuant to Section 3(i) or Section 102 of the OrdinanceOrdinance and, and with respect to such Company Stock MediVision 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 such MediVision Options (which ruling may be subject to customary conditions regularly associated with such a ruling) (the "ISRAELI INCOME TAX RULING"“Options Tax Ruling”). Each of Company MediVision and Parent OIS shall cause their respective Israeli counsel, advisors and accountants to coordinate all activities, and to reasonably 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 Options Tax Ruling. Subject to the terms and conditions hereof, Company MediVision 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 Options 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. (i) As soon as reasonably practicable after the execution of this Agreement, Company Xxxxxx shall instruct its Israeli counsel, advisors and accountants to prepare and file with the Israeli Income Tax Commissioner Authority an application for a ruling confirming that the conversion or assumption by Parent VeriFone of Company Stock Xxxxxx Options into options (the "ASSUMED OPTIONS"“Assumed Options”) to purchase shares of Parent VeriFone Common Stock will not result in a taxable event with respect to such Company Stock Xxxxxx Options pursuant to Section 3(i) or Section 102 of the Ordinance, and with respect to such Company Stock Xxxxxx 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 Xxxxxx Options (which ruling may be subject to customary conditions regularly associated with such a ruling) (the "ISRAELI INCOME TAX RULING"“Options Tax Ruling”). Each of Company Xxxxxx and Parent VeriFone 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 Options Tax Ruling. Subject to the terms and conditions hereof, Company Xxxxxx 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 Options 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.