Common use of Options Tax Ruling Clause in Contracts

Options Tax Ruling. (i) As soon as practicable after the date of this Agreement, Check-Cap shall instruct its Israeli counsel, advisors and/or accountants to prepare and file with the ITA an application for a ruling (which shall be approved by Keystone prior to its submission and which approval shall not be unreasonably withheld, conditioned or delayed) confirming that (i) the cancellation of, and the consideration paid with respect to, the Section 102 Awards of Check-Cap (including any Check-Cap Vested RSUs, if any, that are Section 102 Awards) pursuant to this Agreement shall not be regarded as a violation of the “requisite holding period” (as such term is defined in Section 102 of the Israeli Income Tax Ordinance) so long as the respective consideration is deposited with the 102 Trustee until the end of the respective holding period, (ii) the deposit of the respective consideration with the Israeli Paying Agent, the Escrow Agent and the 102 Trustee shall not be subject to any withholding obligation, and (iii) provide withholding guidelines to the 102 Trustee, including with respect to relocating employees (if any) (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Check-Cap Options Tax Ruling”). If the Check-Cap Options Tax Ruling is not granted prior to the Closing or in accordance with the instructions of the ITA, Check-Cap shall obtain prior to the Closing an interim tax ruling confirming, among other things, that Check-Cap and any Person acting on its behalf (including the Exchange Agent) shall be exempt from Israeli withholding Tax in relation to any payments made under this Agreement with respect to any Section 102 Awards to the 102 Trustee and the Exchange Agent (the “Check-Cap Interim Options Tax Ruling”). To the extent that the Check-Cap Interim Options Tax Ruling, rather than the Check-Cap Options Tax Ruling, shall have been obtained prior to the Closing, then all references in this Agreement to the Check-Cap Options Tax Ruling shall be deemed to refer to such Check-Cap Interim Options Tax Ruling, until such time that a final definitive Check-Cap Options Tax Ruling is obtained. Subject to the terms and conditions hereof, Check-Cap 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 legal requirements to obtain the Check-Cap Interim Options Tax Ruling and the Check-Cap Option Tax Ruling as promptly as practicable. The final text of the Check-Cap Options Tax Ruling or the Check-Cap Interim Options Tax Ruling shall in all circumstances be subject to the prior written confirmation of Keystone or its counsel, which consent shall not be unreasonably withheld, conditioned or delayed. Each of the Check-Cap Options Tax Ruling and the Check-Cap Interim Options Tax Ruling, if obtained, shall be considered as a Qualified Withholding Certificate.

Options Tax Ruling. (i) As soon as practicable Promptly after the date of this Agreement, Check-Cap the Company shall instruct its Israeli counsel, advisors and/or and accountants to prepare and file with the ITA an application for a ruling (which shall be approved subject to confirmation by Keystone Parent prior to its submission and which approval shall (not to be unreasonably withheld, conditioned withheld or delayed)) confirming confirming, inter-alia, that (i) the cancellation ofconversion of Company Options, and Company Ordinary Shares subject to the consideration paid with respect to, the Section 102 Awards of Check-Cap (including any Check-Cap Vested RSUs, if any, that are Section 102 Awards) pursuant to this Agreement shall not be regarded as a violation statutory holding period of the “requisite holding period” (as such term is defined in Section capital gain route under section 102 of the Ordinance will not result in a requirement for an immediate Israeli Income Tax Ordinancepayment and that the Israeli taxation will be deferred until completion of such statutory holding period and release of the cash consideration, as applicable, (ii) so long that the statutory holding of period of Company Options, and Company Ordinary Shares subject to the statutory holding period of the capital gain route under section 102 of the Ordinance will continue uninterrupted from the original date of grant and will not recommence as a result of the transactions contemplated herein, provided that the respective consideration is portions of the Exchange Fund are deposited with the 102 Trustee until the end of the respective statutory holding period, and (iiiii) the deposit of the respective consideration Option Payment, and Per Share Merger Consideration with the Israeli Paying Agent, the Escrow Agent and and/or the 102 Trustee shall not be subject to any withholding obligation, (iv) the cancellation of the Unvested Options and the grant of Parent RSUs in substitute for such Unvested Options pursuant to Section 3.1.3.2 will not result in a requirement for an immediate Israeli Tax payment with respect to such cancelled Unvested Options, if the Parent RSUs are subsequently held by the 102 Trustee pursuant to the terms and conditions of the Ordinance until such time as (iiia) provide withholding guidelines to any such Parent RSUs vest or (b) in the case of Parent RSUs granted in substitute of Unvested Options which are part of a “Section 102 Plan” until the actual sale of the underlying shares of stock by the holders of such Parent RSUs or their removal from the 102 Trustee, including in accordance with the terms of such ruling, (v) with respect to relocating employees Parent RSUs granted in substitute of Unvested Options subject to provisions of the capital gain route under section 102 of the Ordinance, that the requisite holding period for purposes of section 102 of the Ordinance shall not be restarted as a result of the cancellation of such Unvested Options and their replacement with Parent RSUs, and (if anyiv) allowing the grant of Parent RSUs in substitute of Unvested Options subject to the provisions of section 102 of the Ordinance (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Check-Cap Options Tax Ruling”). If Each of Parent and the Check-Cap Options Tax Ruling is not granted prior to the Closing or in accordance Company shall coordinate all activities and cooperate with the instructions of the ITA, Check-Cap shall obtain prior to the Closing an interim tax ruling confirming, among each other things, that Check-Cap and any Person acting on its behalf (including the Exchange Agent) shall be exempt from Israeli withholding Tax in relation to any payments made under this Agreement with respect to Company’s preparation and filing of such application and in the preparation of any Section 102 Awards written or oral submissions that may be necessary, proper or advisable to obtain the Option Tax Ruling. The Company and the Parent shall, and shall instruct their respective Representatives to, cooperate with each other and with their respective Israeli counsel and Representatives with respect to the 102 Trustee preparation and filing of such applications and in the Exchange Agent (preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the “Check-Cap Interim Options Option Tax Ruling”). To the extent that the Check-Cap Interim Options Tax Ruling, rather than the Check-Cap Options Tax Ruling, shall have been obtained prior to the Closing, then all references in this Agreement to the Check-Cap Options Tax Ruling shall be deemed to refer to such Check-Cap Interim Options Tax Ruling, until such time that a final definitive Check-Cap Options Tax Ruling is obtained. Subject to the terms and conditions hereof, Check-Cap the Parties 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 legal requirements to obtain the Check-Cap Interim Options Tax Ruling and the Check-Cap Option Tax Ruling as promptly as practicable. The final text of the Check-Cap Options Tax Ruling or the Check-Cap Interim Options Tax Ruling shall in all circumstances be subject to the prior written confirmation of Keystone or its counsel, which consent shall not be unreasonably withheld, conditioned or delayed. Each of the Check-Cap Options Tax Ruling and the Check-Cap Interim Options Tax Ruling, if obtained, shall be considered as a Qualified Withholding Certificate.

Options Tax Ruling. (i) As soon as practicable after the date of this Agreement, Check-Cap shall instruct its Israeli counsel, advisors and/or accountants to prepare and file with the ITA an application for a ruling (which shall be approved by Keystone Nobul prior to its submission and which approval shall not be unreasonably withheld, conditioned or delayed) confirming that (i) the cancellation of, and the consideration paid with respect to, the Section 102 Awards of Check-Cap (including any Check-Cap Vested RSUs, if any, that are Section 102 Awards) pursuant to this Agreement shall not be regarded as a violation of the “requisite holding period” (as such term is defined in Section 102 of the Israeli Income Tax Ordinance) so long as the respective consideration is deposited with the 102 Trustee until and that a tax continuity shall apply with respect to the end of the respective holding period, Merger Consideration in respect to such Section 102 Shares (ii) the deposit of the respective consideration with the Israeli Paying Agent, the Escrow Agent and the 102 Trustee shall not be subject to any withholding obligation, and (iii) provide withholding guidelines to the 102 Trustee, including with respect to relocating employees (if any) obligation (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Check-Cap Options Tax Ruling”). If the Check-Cap Options Tax Ruling is not granted prior to the Closing or in accordance with the instructions of the ITA, Check-Cap shall obtain prior to the Closing an interim tax ruling confirming, among other things, that Check-Cap and any Person acting on its behalf (including the Exchange Agent) shall be exempt from Israeli withholding Tax in relation to any payments made under this Agreement with respect to any Section 102 Awards to the 102 Trustee and the Exchange Agent (the “Check-Cap Interim Options Tax Ruling”). To the extent that the Check-Cap Interim Options Tax Ruling, rather than the Check-Cap Options Tax Ruling, shall have been obtained prior to the Closing, then all references in this Agreement to the Check-Cap Options Tax Ruling shall be deemed to refer to such Check-Cap Interim Options Tax Ruling, until such time that a final definitive Check-Cap Options Tax Ruling is obtained. Subject to the terms and conditions hereof, Check-Cap 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 legal requirements to obtain the Check-Cap Interim Options Tax Ruling and the Check-Cap Option Tax Ruling as promptly as practicable. The final text of the Check-Cap Options Tax Ruling or the Check-Cap Interim Options Tax Ruling shall in all circumstances be subject to the prior written confirmation of Keystone Nobul or its counsel, which consent shall not be unreasonably withheld, conditioned or delayed. Each of the Check-Cap Options Tax Ruling and the Check-Cap Interim Options Tax Ruling, if obtained, shall be considered as a Qualified Withholding Certificate.