Option Tax Ruling Clause Samples
An Option Tax Ruling clause establishes the parties' agreement on how tax matters related to options—such as stock options or purchase options—will be handled, particularly regarding obtaining official tax rulings from relevant authorities. In practice, this clause may specify which party is responsible for seeking a tax ruling, outline the process for making such applications, and address how costs and risks are allocated if the tax treatment is uncertain. Its core function is to provide clarity and reduce disputes by preemptively addressing potential tax uncertainties associated with options in the agreement.
Option Tax Ruling. As soon as practicable after the date of this Agreement, the Company shall instruct its Israeli counsel, advisors and/or accountants to prepare and file with the Israeli Tax Authorities (“ITA”), an application for a ruling confirming inter alia: (i) that the treatment of 102 In-Money Options that are vested Options and 102 Stock as contemplated by this Agreement and the delivery to the 102 Trustee, of the consideration payable therefor (including any amount released from the Escrow Fund and any Contingent Amount), will not be treated as a breach of the provisions of Section 102 of the Israel Tax Ordinance, provided that the applicable consideration paid to holders of 102 In-Money Options and 102 Stock is deposited for the duration of the requisite 102 trust period with the 102 Trustee and that such consideration shall be subject to the taxation pursuant to the capital gains track under Section 102(b)(2) of the Ordinance; (ii) Parent and anyone acting on its behalf, including the Exchange Agent and the Escrow Agent, shall be exempt from withholding Tax in relation to any payments or consideration transferred to the 102 Trustee for such 102 In-Money Options; (iii) that any amount released from the Escrow Fund and any Contingent Amount shall not be subject to Israeli Tax until actually received by the applicable holder of 102 In-Money Options or 102 Stock (the “Option Tax Ruling”). If the Option Tax Ruling is not granted prior to the Closing, the Company shall seek to receive prior to the Closing an interim tax ruling confirming, among others things, (A) that Parent and anyone acting on its behalf shall be exempt from Israeli withholding Tax in relation to any payments made with respect to 102 In-Money Options and 102 Stock (which ruling may be subject to customary conditions regularly associated with such a ruling), and (B) the Merger Consideration paid by Parent to the Exchange Agent, the Escrow Agent, the Representative and the 102 Trustee shall not be subject to Israeli Tax withholding until actually received by the applicable holder of 102 In-Money Options and 102 Stock (the “Interim Options Tax Ruling”). The parties will cause their respective counsel, advisors and accountants to coordinate and cooperate and provide all information required with respect to the Company’s 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 102 Tax Ruling or th...
Option Tax Ruling. 2.5.1. The Company, in coordination with the Purchaser, shall promptly following the date hereof file, or cause to be filed, with the ITA an application for a ruling (the “Option Tax Ruling”) confirming, among others, that: (i) the Purchaser shall be exempt from withholding tax in relation to payments made under this Agreement in relation to 102 Options and 3(i) Options and 102 Shares; (ii) that the payment of cash consideration at Closing for 102 Options and 102 Shares shall not result in a violation of the requirements under Section 102 of the ITO (“Section 102”) so long as cash consideration is deposited with the 102 Trustee until the end of the requisite holding period under Section 102; (iii) that the taxation of any Escrow Amount, Estimated Aggregate Purchase Price Adjustment or Expense Fund paid on 102 Options, 102 Shares and 3(i) Options shall be subject to tax only upon actual payment to the 102 Trustee or Paying Agent for the benefit of the applicable payee; and (iv) the tax arrangement which will apply to the Retained Holdback Amount if paid on 102 Options or 102 Shares (which ruling may be subject to customary conditions regularly associated with such a ruling). The Company shall cause its Israeli counsel, accountants and other advisors, to coordinate all activities in relation to obtaining the Option Tax Ruling with the Purchaser and its Israeli counsel and to coordinate any activities with the Purchaser and its Israeli counsel, including any written or oral submissions, meetings with the tax authorities, as may be necessary proper and advisable. Subject to the terms and conditions hereof, the Parties (other than the Shareholder Representative, if not a Shareholder) shall cooperate to promptly take, or cause to be taken, all commercially reasonable actions and to do, or cause to be done, all commercially reasonable things necessary, proper or advisable under applicable law to obtain the Option Tax Ruling as promptly as practicable. The language of the Option Tax Ruling and, if applicable, the Interim Option Tax Ruling (as defined below) shall be subject to the prior written approval of the Purchaser or its counsel (which approval shall not be unreasonably withheld, delayed or conditioned). Should any meeting be held with the ITA at which the Purchaser’s counsel does not attend, the Company’s counsel shall provide the Purchaser and its counsel with an update of such meeting or discussion within two (2) Business Days of such meeting or discussio...
Option Tax Ruling. Prior to the date hereof, the Company has filed with the ITA an application for a ruling (the “Option Tax Ruling”) and has obtained from the ITA an interim Option Tax Ruling. The parties shall use reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Legal Requirements to obtain a final Option Tax Ruling as promptly as practicable following the Closing.
Option Tax Ruling. If the Option Tax Ruling is not granted by the Closing Date, the Company shall seek to receive prior to such date an interim tax ruling confirming among others that Acquirer and anyone acting on its behalf (including the Paying Agent and Escrow Agent) shall be exempt from Israeli withholding Tax in relation to any payments made to the 102 Trustee with respect to 102 Company Securities and 3(i) Company Options (including with respect to the Aggregate Consideration for 102 Company Shares or the Vested Option Payments for 102 Company Options, or the payment by Acquirer or anyone acting on its behalf of the Option Cash Rights granted under Section 102 of the Ordinance) (which interim tax ruling may be subject to customary conditions regularly associated with such an interim tax ruling) (the "Interim Options Ruling," and collectively with Option Tax Ruling, the "Israeli Tax Rulings").
Option Tax Ruling. The Option Tax Ruling or the Interim Option Ruling shall have been obtained from the ITA in substantially the form requested in the application for such ruling.