Common use of Israeli Withholding Procedures Clause in Contracts

Israeli Withholding Procedures. If a holder of Company Common Stock delivers and/or In-the-Money Company Options, no later than three (3) Business Days prior to the Withholding Drop Date (x) in case the Withholding Tax Ruling is obtained, such declarations and/or residency certificate(s) for Israeli Tax withholding purposes and any supporting documentation required by Withholding Tax Ruling, as applicable, or (y) a Valid Tax Certificate to a Payor (or such other forms as are required under any applicable Tax Law) all in accordance with ‎Section 2.2, then the Merger Consideration due to such holder of Company Common Stock and/or In-the-Money Company Options shall be paid to such holder of Company Common Stock and/or In-the-Money Company Options and the deduction and withholding of any Israeli Taxes shall be made only in accordance therewith subject to any non-Israeli withholding which is applicable to the payment (if any). Subject to the Withholding Tax Ruling, if obtained, if any holder of Company Common Stock and/or In-the-Money Company Options (A) (i) does not provide Payor with a such declarations declaration and/or tax residency certificates for Israeli Tax withholding purposes and all supporting documentation under the Withholding Tax Ruling (in case the Withholding Tax Ruling is obtained and requires such supporting documentation) or a (ii) Valid Tax Certificate (or such other forms as are required under any applicable Tax Law), by no later than three (3) Business Days before the Withholding Drop Date, or (B) submits a written request with Payor to release his portion of the consideration prior to the Withholding Drop Date and fails to comply with the provisions of subsection (A)(i) or (A)(ii) as applicable, at or before such time, then the amount to be withheld from the portion of consideration payable to such holder of Company Common Stock and/or In-the-Money Company Options shall be calculated according to the applicable withholding rate as reasonably determined by Parent, or the Exchange Agent, as applicable. Otherwise, Israeli Tax withholding shall be made by the Parent and/or the Exchange Agent based on and pursuant to the Withholding Tax Ruling or the respective Valid Tax Certificate, as reasonably determined by Parent or the Exchange Agent, as applicable. Unless otherwise determined in the Withholding Tax Ruling, if obtained, any withholding made in New Israeli Shekels with respect to payments made hereunder in Dollars shall be calculated based on a conversion rate on the date the payment is actually made to any recipient and any currency conversion commissions will be borne by the applicable payment recipient and deducted from payments to be made to such payment recipient. If applicable, any payment to a holder of the Company Common Stock and/or holder of In-the-Money Company Stock Option hereunder, as applicable, shall be delivered by the U.S. Exchange Agent (unless otherwise required by the Withholding Tax Ruling).

Israeli Withholding Procedures. If a holder of Company Common Stock delivers and/or In-the-Money Company Options, no later than three (3) Business Days prior to the Withholding Drop Date (x) in case the Withholding Tax Ruling is obtained, such declarations and/or residency certificate(s) for Israeli Tax withholding purposes and any supporting documentation required by Withholding Tax Ruling, as applicable, or (y) a Valid Tax Certificate to a Payor (or such other forms as are required under any applicable Tax Law) all in accordance with ‎Section Section 2.2, then the Merger Consideration due to such holder of Company Common Stock and/or In-the-Money Company Options shall be paid to such holder of Company Common Stock and/or In-the-Money Company Options and the deduction and withholding of any Israeli Taxes shall be made only in accordance therewith subject to any non-Israeli withholding which is applicable to the payment (if any). Subject to the Withholding Tax Ruling, if obtained, if any holder of Company Common Stock and/or In-the-Money Company Options (A) (i) does not provide Payor with a such declarations declaration and/or tax residency certificates for Israeli Tax withholding purposes and all supporting documentation under the Withholding Tax Ruling (in case the Withholding Tax Ruling is obtained and requires such supporting documentation) or a (ii) Valid Tax Certificate (or such other forms as are required under any applicable Tax Law), by no later than three (3) Business Days before the Withholding Drop Date, or (B) submits a written request with Payor to release his portion of the consideration prior to the Withholding Drop Date and fails to comply with the provisions of subsection (A)(i) or (A)(ii) as applicable, at or before such time, then the amount to be withheld from the portion of consideration payable to such holder of Company Common Stock and/or In-the-Money Company Options shall be calculated according to the applicable withholding rate as reasonably determined by Parent, or the Exchange Agent, as applicable. Otherwise, Israeli Tax withholding shall be made by the Parent and/or the Exchange Agent based on and pursuant to the Withholding Tax Ruling or the respective Valid Tax Certificate, as reasonably determined by Parent or the Exchange Agent, as applicable. Unless otherwise determined in the Withholding Tax Ruling, if obtained, any withholding made in New Israeli Shekels with respect to payments made hereunder in Dollars shall be calculated based on a conversion rate on the date the payment is actually made to any recipient and any currency conversion commissions will be borne by the applicable payment recipient and deducted from payments to be made to such payment recipient. If applicable, any payment to a holder of the Company Common Stock and/or holder of In-the-Money Company Stock Option hereunder, as applicable, shall be delivered by the U.S. Exchange Agent (unless otherwise required by the Withholding Tax Ruling).

Israeli Withholding Procedures. (A) At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent cash sufficient to pay the Merger Consideration in accordance with Section 2.1. Subject to any other provision to the contrary in the Withholding Tax Ruling, if obtained, with respect to Israeli Taxes, the Merger Consideration shall be retained by the Exchange Agent for the benefit of the holders of Company Common Stock or Company Stock Options for a period of twelve (12) months following the Closing Date, subject to disbursement by the Exchange Agent in accordance with the applicable provisions of this 2.2(f)(ii), unless Parent or the Exchange Agent is otherwise instructed explicitly by the ITA, (during which time no Payor shall make any payments to any holder of Company Common Stock or Company Stock Options and withhold any amounts for Israeli Taxes from the payment deliverable pursuant to this Agreement, except as provided below) after which time the Exchange Fund shall be terminated in accordance with Section 2.2(d) hereof. (B) If the Withholding Tax Ruling is obtained by the Closing Date, then no payment to a holder of Company Common Stock delivers and/or In-the-Money or Company Options, no Stock Options shall be made prior to such date (which shall not be later than three (3) Business Days prior to the Exchange Fund Termination Date (the “Withholding Drop Date Date”)) where such holder delivers the following documentation (or such other documentation required under the Withholding Tax Ruling), as applicable, to the Exchange Agent or any other Payor instructed by Parent: (x) with respect to a 5% Holder (or any other holder not included in case the Withholding Tax Ruling is obtainedper its terms), such declarations and/or residency certificate(s) for Israeli Tax withholding purposes and any supporting documentation required by Withholding Tax Ruling, as applicable, or (y) a Valid Tax Certificate to a Payor (or such other forms as are required under any applicable Tax Law) all in accordance with ‎Section 2.2, then the Merger Consideration due to such holder of Company Common Stock and/or In-the-Money Company Options shall be paid to such holder of Company Common Stock and/or In-the-Money Company Options and the deduction and withholding of any Israeli Taxes shall be made only in accordance therewith subject to any non-Israeli withholding which is applicable to the payment (if any). Subject to the Withholding Tax Ruling, if obtained, if any holder of Company Common Stock and/or In-the-Money Company Options (A) (i) does not provide Payor with a such declarations declaration and/or tax residency certificates for Israeli Tax withholding purposes and all supporting documentation under the Withholding Tax Ruling (in case the Withholding Tax Ruling is obtained and requires such supporting documentation) or a (ii) Valid Tax Certificate (or such other forms as are required under any applicable Tax Law), by no later than three (3) Business Days before the Withholding Drop Dateor a Tax Residency Certificate, or (By) submits a written request with Payor respect to release his portion of the consideration prior to any holder covered under the Withholding Drop Date and fails to comply with Tax Ruling (which, for avoidance of doubt, shall not be a 5% Holder) a declaration for Israeli Tax withholding purposes in the form attached hereto as Schedule 2.2(f)(ii)(B) (“Tax Declaration”) unless a different form of declaration is required by the provisions of subsection (A)(i) or (A)(ii) the Withholding Tax Ruling, and any supporting documentation as may be required by the Withholding Tax Ruling, as applicable, at or before such time. (C) If the Withholding Tax Ruling is not obtained by the Closing Date, then the amount no payment to be withheld from the portion of consideration payable to such a holder of Company Common Stock and/or In-the-Money or Company Stock Options shall be calculated according made prior to such date (which shall be no later than the applicable withholding rate as reasonably determined by Parent, or Withholding Drop Date) where such holder delivers the Exchange Agentfollowing documentation, as applicable. Otherwise, Israeli Tax withholding shall be made by the Parent and/or to the Exchange Agent based on and or any other Payor instructed by Parent: (x) with respect to a 5% Holder, a Valid Tax Certificate (or such other forms as are required under any applicable Tax Law) or a Tax Residency Certificate; or (y) with respect to any holder which is not a 5% Holder, a Tax Declaration. (D) Insofar as the respective holder has timely met the applicable requirements of Section 2.2(f)(B) or 2.2(f)(C) then the Exchange Agent shall promptly pay to such holder the Merger Consideration allocable to such holder without deduction or withholding for Israeli Taxes (or, with such deduction as required under the Withholding Tax Ruling, or pursuant to the Withholding Tax Ruling or the respective Valid Tax Certificate, if applicable, as reasonably determined by Parent Payor, and subsequent remittance to the ITA). If a holder fails to deliver the documentation required in Section 2.2(f)(B) or 2.2(f)(C) prior to the Exchange AgentFund Termination Date, but has otherwise complied with the requirements of Section 2.2(a), then the Exchange Agent shall promptly pay to such holder the Merger Consideration allocable to such holder, subject to such deduction as required under the Withholding Tax Ruling, or pursuant to Section 2.2(f)(i), as applicable, as reasonably determined by Pxxxx, and subsequent remittance to the ITA). Unless otherwise determined in the Withholding Tax Ruling, if obtained, any withholding made in New Israeli Shekels with respect to payments made hereunder in Dollars shall be calculated based on a conversion rate on the date the payment is actually made to any recipient and any currency conversion commissions will be borne by the applicable payment recipient and deducted from payments to be made to such payment recipient. If applicable, any . (E) Any payment to a holder of the Company Common Stock and/or holder of In-the-Money or Company Stock Option hereunder, as applicable, hereunder shall be delivered by the U.S. Exchange Agent (unless otherwise required by the Withholding Tax Ruling). Any payment to a beneficiary hereunder shall be delivered from the Israeli Exchange Agent to the entity constituting the US Exchange Agent.

Israeli Withholding Procedures. (A) At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent cash sufficient to pay the Merger Consideration in accordance with Section 2.1. Subject to any other provision to the contrary in the Withholding Tax Ruling, if obtained, with respect to Israeli Taxes, the Merger Consideration shall be retained by the Exchange Agent for the benefit of the holders of Company Common Stock or Company Stock Options for a period of twelve (12) months following the Closing Date, subject to disbursement by the Exchange Agent in accordance with the applicable provisions of this 2.2(f)(ii), unless Parent or the Exchange Agent is otherwise instructed explicitly by the ITA, (during which time no Payor shall make any payments to any holder of Company Common Stock or Company Stock Options and withhold any amounts for Israeli Taxes from the payment deliverable pursuant to this Agreement, except as provided below) after which time the Exchange Fund shall be terminated in accordance with Section 2.2(d) hereof. (B) If the Withholding Tax Ruling is obtained by the Closing Date, then no payment to a holder of Company Common Stock delivers and/or In-the-Money or Company Options, no Stock Options shall be made prior to such date (which shall not be later than three (3) Business Days prior to the Exchange Fund Termination Date (the “Withholding Drop Date Date”)) where such holder delivers the following documentation (or such other documentation required under the Withholding Tax Ruling), as applicable, to the Exchange Agent or any other Payor instructed by Parent: (x) with respect to a 5% Holder (or any other holder not included in case the Withholding Tax Ruling is obtainedper its terms), such declarations and/or residency certificate(s) for Israeli Tax withholding purposes and any supporting documentation required by Withholding Tax Ruling, as applicable, or (y) a Valid Tax Certificate to a Payor (or such other forms as are required under any applicable Tax Law) all in accordance with ‎Section 2.2, then the Merger Consideration due to such holder of Company Common Stock and/or In-the-Money Company Options shall be paid to such holder of Company Common Stock and/or In-the-Money Company Options and the deduction and withholding of any Israeli Taxes shall be made only in accordance therewith subject to any non-Israeli withholding which is applicable to the payment (if any). Subject to the Withholding Tax Ruling, if obtained, if any holder of Company Common Stock and/or In-the-Money Company Options (A) (i) does not provide Payor with a such declarations declaration and/or tax residency certificates for Israeli Tax withholding purposes and all supporting documentation under the Withholding Tax Ruling (in case the Withholding Tax Ruling is obtained and requires such supporting documentation) or a (ii) Valid Tax Certificate (or such other forms as are required under any applicable Tax Law), by no later than three (3) Business Days before the Withholding Drop Dateor a Tax Residency Certificate, or (By) submits a written request with Payor respect to release his portion of the consideration prior to any holder covered under the Withholding Drop Date and fails to comply with Tax Ruling (which, for avoidance of doubt, shall not be a 5% Holder) a declaration for Israeli Tax withholding purposes in the form attached hereto as Schedule 2.2(f)(ii)(B) (“Tax Declaration”) unless a different form of declaration is required by the provisions of subsection (A)(i) or (A)(ii) the Withholding Tax Ruling, and any supporting documentation as may be required by the Withholding Tax Ruling, as applicable, at or before such time. (C) If the Withholding Tax Ruling is not obtained by the Closing Date, then the amount no payment to be withheld from the portion of consideration payable to such a holder of Company Common Stock and/or In-the-Money or Company Stock Options shall be calculated according made prior to such date (which shall be no later than the applicable withholding rate as reasonably determined by Parent, or Withholding Drop Date) where such holder delivers the Exchange Agentfollowing documentation, as applicable. Otherwise, Israeli Tax withholding shall be made by the Parent and/or to the Exchange Agent based on and or any other Payor instructed by Parent: (x) with respect to a 5% Holder, a Valid Tax Certificate (or such other forms as are required under any applicable Tax Law) or a Tax Residency Certificate; or (y) with respect to any holder which is not a 5% Holder, a Tax Declaration. (D) Insofar as the respective holder has timely met the applicable requirements of Section 2.2(f)(B) or 2.2(f)(C) then the Exchange Agent shall promptly pay to such holder the Merger Consideration allocable to such holder without deduction or withholding for Israeli Taxes (or, with such deduction as required under the Withholding Tax Ruling, or pursuant to the Withholding Tax Ruling or the respective Valid Tax Certificate, if applicable, as reasonably determined by Parent Payor, and subsequent remittance to the ITA). If a holder fails to deliver the documentation required in Section 2.2(f)(B) or 2.2(f)(C) prior to the Exchange AgentFund Termination Date, but has otherwise complied with the requirements of Section 2.2(a), then the Exchange Agent shall promptly pay to such holder the Merger Consideration allocable to such holder, subject to such deduction as required under the Withholding Tax Ruling, or pursuant to Section 2.2(f)(i), as applicable, as reasonably determined by Xxxxx, and subsequent remittance to the ITA). Unless otherwise determined in the Withholding Tax Ruling, if obtained, any withholding made in New Israeli Shekels with respect to payments made hereunder in Dollars shall be calculated based on a conversion rate on the date the payment is actually made to any recipient and any currency conversion commissions will be borne by the applicable payment recipient and deducted from payments to be made to such payment recipient. If applicable, any . (E) Any payment to a holder of the Company Common Stock and/or holder of In-the-Money or Company Stock Option hereunder, as applicable, hereunder shall be delivered by the U.S. Exchange Agent (unless otherwise required by the Withholding Tax Ruling). Any payment to a beneficiary hereunder shall be delivered from the Israeli Exchange Agent to the entity constituting the US Exchange Agent.