Common use of Required Withholding Clause in Contracts

Required Withholding. Notwithstanding anything to the contrary hereunder, Parent, Merger Sub, the Company, its Subsidiaries, the Surviving Company, the 102 Trustee and the Paying Agent (each a “Payor”) shall be entitled to deduct and withhold from any payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to ‎Section 2.7(c) (Company Options)) such amounts required to be deducted and withheld with respect to the making of such payment under the the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance (in each case subject to the Withholding Tax Ruling and the Options Tax Ruling, if obtained, but subject to the provisions below), or under any provision of applicable state, local, Israeli or foreign Tax Law; provided, however, that with respect to withholding of Israeli Tax, in the event any holder of record of Company Shares or Company Options provides the Payor with a valid withholding certificate issued by the Israel Tax Authority (the “ITA”) regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this ‎Article II to Parent’s reasonable satisfaction (the “Valid Certificate”), then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if any, from any payment payable pursuant to this Agreement to such holder of record of Company Shares or Company Options, as applicable, shall be made only in accordance with the provisions of such Valid Certificate. For such purpose each of the Withholding Tax Ruling, so long as the terms of such Withholding Tax Ruling are different from the withholding procedures set forth in Exhibit A, and the Options Tax Ruling, in each case if granted, will be considered a Valid Certificate provided that if the applicable ruling requires the affirmative consent of the relevant holder, such holder consented to join any such applicable ruling. In the event the Withholding Tax Ruling is different from the withholding procedures set forth in Exhibit A or in the event that no Withholding Tax Ruling is obtained prior to Closing, then, notwithstanding anything to the contrary, Payor shall make payments and withhold any applicable Israeli Taxes in accordance only with the withholding procedures set forth in Exhibit A, unless the parties agree otherwise in writing. To the extent amounts are so withheld and paid over to the appropriate Governmental Authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. The Payor shall provide to each person with respect to whom any amounts were deducted and withheld for Taxes pursuant to this ‎Section 2.8, sufficient evidence regarding any such withholding, as promptly as reasonably practicable (but in any event within 10 (ten) Business Days) following such person's request.

Required Withholding. Notwithstanding anything to Each of the contrary hereunderExchange Agent, Parent, Merger Sub, the Company, its Subsidiaries, Company and the Surviving Company, the 102 Trustee Corporation and the Paying Agent any other applicable withholding agent (each a “PayorWithholding Agent”) shall will be entitled to deduct and withhold from any payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to ‎Section 2.7(c) (Company Options)) such amounts required to be deducted and withheld with respect to the making of such payment under the the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance (in each case subject to the Withholding Tax Ruling and the Options Tax Ruling, if obtained, but subject to the provisions below), or under any provision of applicable state, local, Israeli or foreign Tax Law; provided, however, that with respect to withholding of Israeli Tax, in the event any holder of record of Company Shares or Company Options provides the Payor with a valid withholding certificate issued by the Israel Tax Authority (the “ITA”) regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this ‎Article II to Parent’s reasonable satisfaction (the “Valid Certificate”), then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if any, from any payment otherwise payable pursuant to this Agreement to such any holder or former holder of record shares of Company Shares Common Stock, Company Equity Awards, or Company Optionsany other payee as contemplated by this Agreement such amounts as are required to be deducted or withheld therefrom pursuant to any Tax Laws; provided, as applicablethat if any Withholding Agent determines that an amount is required to be deducted or withheld, such Withholding Agent shall use commercially reasonable efforts to (i) at least five (5) Business Days prior to the payment of such amount, provide the Person in respect of whom such withholding or deduction would apply with written notice of its intent to deduct and withhold (ii) cooperate in good faith with such Person to reduce or eliminate the deduction or withholding of such amount (including cooperation in seeking refunds of any amounts withheld), and (iii) provide such Person a reasonable opportunity to provide forms or other documentation that would reduce or exempt such amounts from withholding. Notwithstanding anything to the contrary herein, (a) no such written notice shall be made only required for any compensatory amounts payable pursuant to or as contemplated by this Agreement, and (b) all compensatory amounts payable pursuant to or as contemplated by this Agreement shall be remitted to the Company or a Subsidiary of the Company for payment in accordance with the provisions of such Valid Certificate. For such purpose each of the Withholding Tax Ruling, so long as the terms of such Withholding Tax Ruling are different from the withholding applicable payroll procedures set forth in Exhibit A, and the Options Tax Ruling, in each case if granted, will be considered a Valid Certificate provided that if the after applicable ruling requires the affirmative consent of the relevant holder, such holder consented to join any such applicable ruling. In the event the Withholding Tax Ruling is different from the withholding procedures set forth in Exhibit A or in the event that no Withholding Tax Ruling is obtained prior to Closing, then, notwithstanding anything to the contrary, Payor shall make payments and withhold any applicable Israeli Taxes in accordance only with the withholding procedures set forth in Exhibit A, unless the parties agree otherwise in writingwithholding. To the extent that such amounts are so deducted or withheld and paid over to the appropriate Governmental Authority, the withheld such amounts shall will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. The Payor shall provide to each person with respect to whom any such amounts were deducted and withheld for Taxes pursuant to this ‎Section 2.8, sufficient evidence regarding any such withholding, as promptly as reasonably practicable (but in any event within 10 (ten) Business Days) following such person's requestwould otherwise have been paid.

Required Withholding. Notwithstanding anything to the contrary hereunder, Parent, Merger Sub, the Company, its Subsidiaries, the Surviving Company, the 102 Trustee Corporation and the Paying Exchange Agent (each a “Payor”) shall be entitled to deduct and withhold from any payment payments or consideration made pursuant to this Agreement (such amounts of the Cash Consideration or such number of ADSs as they may be required to deduct and withhold from such payment of Cash Consideration and ADSs under any applicable Tax Laws, including the Merger Consideration ITO (it being agreed that Parent, the Surviving Corporation and payments made pursuant the Exchange Agent shall be permitted to ‎Section 2.7(c) (Company Options)) such amounts required to be deducted and withheld satisfy any Tax withholding requirement with respect to the making of such payment under Merger Consideration by deducting and withholding the appropriate cash amount from the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”Cash Consideration), the Ordinance (in each case subject to the Withholding Tax Ruling and the Options Tax Ruling, if obtained, but subject to the provisions below), or under any provision of applicable state, local, Israeli or foreign Tax Law; provided, however, that with respect if Parent, the Exchange Agent or the Surviving Corporation are provided at least three (3) Business Days prior to withholding of Israeli Tax, in the event any holder of record of Company Shares or Company Options provides the Payor with a valid withholding certificate issued by the Israel Tax Authority (the “ITA”) regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this ‎Article II to Parent’s reasonable satisfaction (the “Valid Certificate”), then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if any, from any payment payable pursuant to this Agreement with what Parent, the Exchange Agent or the Surviving Corporation determines in their reasonable discretion to be a valid approval or ruling issued by the ITA (including the Tax Rulings) regarding the deduction or withholding of tax (including the reduction of tax to be withheld, an exemption from withholding or any other instructions regarding the payment of withholding) (the “Israeli Tax Certificate”) from any consideration payable to such holder payee hereunder, then the withholding (if any) of record any amounts under the ITO, from the consideration payable to such payee hereunder, and the payment of Company Shares the consideration or Company Options, as applicableany portion thereof, shall be made only in accordance with the provisions of such Valid Israeli Tax Certificate. For such purpose each of If Parent, the Withholding Tax RulingCompany, so long the Surviving Corporation or the Exchange Agent, as the terms of case may be, deducts or withholds any such Withholding Tax Ruling are different from the withholding procedures set forth in Exhibit A, and the Options Tax Ruling, in each case if granted, will be considered a Valid Certificate provided that if the applicable ruling requires the affirmative consent of the relevant holderamounts, such holder consented to join any such applicable ruling. In the event the Withholding Tax Ruling is different from the withholding procedures set forth in Exhibit A or in the event that no Withholding Tax Ruling is obtained prior to Closing, then, notwithstanding anything to the contrary, Payor shall make payments and withhold any applicable Israeli Taxes in accordance only with the withholding procedures set forth in Exhibit A, unless the parties agree otherwise in writing. To the extent amounts are so withheld and paid over to the appropriate Governmental Authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which whom Parent, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, made such deduction and withholding was made. The Payor shall provide to each person with respect to whom any amounts were deducted and withheld for Taxes pursuant to this ‎Section 2.8, sufficient evidence regarding any such withholding, as promptly as reasonably practicable (but in any event within 10 (ten) Business Days) following such person's request.

Required Withholding. Notwithstanding anything to Each of the contrary hereunder, Parent, Merger Sub, the Company, its Subsidiaries, the Surviving Company, the 102 Trustee Exchange Agent and the Paying Agent (each a “Payor”) Parent shall be entitled to deduct and withhold from any payment made consideration, or other amounts, payable or otherwise deliverable pursuant to this Agreement (including the Merger Consideration and payments made pursuant to ‎Section 2.7(c) (any holder or former holder of Company Options)) Shares or any other Person such amounts as are required to be deducted and or withheld with respect to therefrom under any applicable Law (including the making of such payment under the the Internal Revenue Code of 1986, as amended, Ordinance and the rules and regulations promulgated thereunder (the “Code”)thereunder, the Ordinance (in each case subject to the Withholding Israeli Income Tax Ruling and the Options Tax Ruling, if obtained, but subject to the provisions below), or under any provision of applicable state, local, Israeli or foreign Tax Law; provided, however, that with respect to withholding of Israeli Tax, in the event any holder of record of Company Shares or Company Options provides the Payor with a valid withholding certificate issued by the Israel Tax Authority (the “ITA”) regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this ‎Article II to Parent’s reasonable satisfaction (the “Valid Certificate”), then the deduction and withholding of any amounts under the Ordinance Rulings or any other provision of Israeli Law, statute, regulation, administrative ruling, pronouncement or other authority or judicial opinion, as well as any withholding provision of the Internal Revenue Code of 1986 (the “Code”) and the Treasury regulations promulgated thereunder); provided that no withholding under Israeli Tax Law or requirement, if any, will be made from any payment consideration payable pursuant hereunder to this Agreement a holder of Company Shares to the extent that such holder has provided Parent or the Exchange Agent, as the case may be, prior to the time such payment or delivery is made, with a valid exemption or ruling issued by the Israeli Tax Authority exempting the payment or delivery of record the Merger Consideration to the relevant holder of Company Shares or Company Stock Options, as applicableor the other amounts payable or otherwise deliverable pursuant to this Agreement, from withholding Tax; provided, further, that with respect to any withholding under the Laws of the State of Israel, the Exchange Agent and Parent shall be made only act in accordance with the provisions Israeli Income Tax Rulings, if obtained, provided that in no event shall Parent and/or Exchange Agent be required to deliver consideration deliverable under this Agreement until the cash amount required to be withheld is provided to Parent or the Exchange Agent by the intended recipient (whether in cash or by way of binding written instructions to sell any part of the shares of Parent Common Stock due to such holder and use the proceeds of such Valid Certificate. For such purpose each sale (net after Tax and transaction costs) to make the withholding of the Withholding Tax Ruling, so long as the terms of such Withholding Tax Ruling are different from the withholding procedures set forth in Exhibit A, and the Options Tax Ruling, in each case if granted, will be considered a Valid Certificate provided that if the applicable ruling requires the affirmative consent of the relevant holder, such holder consented to join any such applicable ruling. In the event the Withholding Tax Ruling is different from the withholding procedures set forth in Exhibit A or in the event that no Withholding Tax Ruling is obtained prior to Closing, then, notwithstanding anything to the contrary, Payor shall make payments and withhold any applicable Israeli Taxes in accordance only with the withholding procedures set forth in Exhibit A, unless the parties agree otherwise in writingTax). To the extent amounts are so deducted or withheld and paid over pursuant to the appropriate Governmental Authoritythis Section 2.4(g), the withheld such amounts shall be treated for all purposes of under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid and such amounts shall be remitted to the applicable Governmental Entity in respect accordance with applicable Law and notice thereof shall be provided to the applicable holder of Company Shares. Any purported withholding of Taxes from payments or other deliveries made in accordance with the provisions of this Agreement, the amount of which was forwarded to the relevant Governmental Entity, shall not be deemed a breach of this Agreement and the amount so withheld shall be treated for all purposes under this Agreement as having been paid to the Person to whom such deduction and amounts would otherwise have been paid, notwithstanding that withholding was madeof Taxes might have not been required. The Payor Any holder or former holder of Company Shares or Company Stock Options that instructed Parent or the Exchange Agent to sell any part of the shares of Parent Common Stock due to such holder shall provide to each person have no claim against Parent or the Exchange Agent and/or their officers or directors with respect to whom any amounts were deducted and withheld such sale, including the timing of such sale, the price received for Taxes pursuant to this ‎Section 2.8, sufficient evidence regarding any such withholding, as promptly as reasonably practicable (but in any event within 10 (ten) Business Days) following such person's requestthe sold shares or the transaction costs.

Required Withholding. Notwithstanding anything to Each of the contrary hereunderExchange Agent, Parent, Merger Sub, the Company, its Subsidiaries, Parent and the Surviving Company, the 102 Trustee and the Paying Agent (each a “Payor”) Corporation shall be entitled to deduct and withhold from any payment made consideration payable or otherwise deliverable pursuant to this Agreement (including the Merger Consideration and payments made pursuant to ‎Section 2.7(c) (any holder or former holder of Company Options)) Common Stock, Employee Options or Company Warrants such amounts as are required to be deducted and or withheld with respect to the making of such payment therefrom under the the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance (in each case subject to the Withholding Tax Ruling and the Options Tax Ruling, if obtained, but subject to the provisions below), or under any provision of applicable state, local, Israeli local or foreign Tax Law; provided, however, that with respect to withholding of Israeli Tax, in the event any holder of record of Company Shares tax law or Company Options provides the Payor with a valid withholding certificate issued by the Israel Tax Authority (the “ITA”) regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this ‎Article II to Parent’s reasonable satisfaction (the “Valid Certificate”), then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or applicable legal requirement, if any, from any payment payable pursuant to this Agreement to such holder of record of Company Shares or Company Options, as applicable, shall be made only in accordance with the provisions of such Valid Certificate. For such purpose each of the Withholding Tax Ruling, so long as the terms of such Withholding Tax Ruling are different from the withholding procedures set forth in Exhibit A, and the Options Tax Ruling, in each case if granted, will be considered a Valid Certificate provided that if the applicable ruling requires the affirmative consent of the relevant holder, such holder consented to join any such applicable ruling. In the event the Withholding Tax Ruling is different from the withholding procedures set forth in Exhibit A or in the event that no Withholding Tax Ruling is obtained prior to Closing, then, notwithstanding anything to the contrary, Payor shall make payments and withhold any applicable Israeli Taxes in accordance only with the withholding procedures set forth in Exhibit A, unless the parties agree otherwise in writing. To the extent such amounts are so withheld and paid over to the appropriate Governmental Authoritydeducted or withheld, the withheld such amounts shall be treated for all purposes of under this Agreement as having been paid to the Person in respect person to whom such amounts would otherwise have been paid, provided, however, that none of which the Exchange Agent, Parent or the Surviving Corporation shall be entitled to withhold any amounts pursuant to this Section 2.6(f) if the Exchange Agent, Parent or the Surviving Corporation has received prior to the issuance or distribution of any shares of Parent Common Stock pursuant to this Agreement, such deduction certificates or forms as are sufficient, under applicable law, to establish that withholding is not required (together with a satisfactory supporting legal opinion, if the Exchange Agent, Parent or the Surviving Corporation so requires); provided, further, that the Exchange Agent, Parent or the Surviving Corporation agree that, before withholding and withholding was made. The Payor shall provide paying over any amounts to each person a U.S. taxing authority with respect to whom any amounts were deducted and withheld for Taxes a holder or former holder of Company Common Stock, Employee Options or Company Warrants pursuant to this ‎Section 2.8Section 2.6(f) (and delivering to such holder the balance of the portion of the shares of Parent Common Stock payable to such holder or former holder of Company Common Stock, sufficient evidence regarding Employee Options or Company Warrants pursuant to this Agreement), Parent shall (or shall cause the Exchange Agent to) provide such holder or former holder of Company Common Stock, Employee Options or Company Warrants with written notice and shall consult with such holder or former holder of Company Common Stock, Employee Options or Company Warrants in order to minimize the amount of any such withholding, as promptly as reasonably practicable (but in any event within 10 (ten) Business Days) following such person's request.

Required Withholding. Notwithstanding anything to the contrary hereunder, Parent, Merger Sub, the Company, its Subsidiaries, the Surviving Company, the 102 Trustee Corporation and the Paying Exchange Agent (each a “Payor”) shall be entitled to deduct and withhold from any payment payments or consideration made pursuant to this Agreement (such amounts or such number of ADSs as they may be required to deduct and withhold from such payment or consideration under any applicable Tax Laws, including the Merger Consideration and payments made pursuant to ‎Section 2.7(c) (Company Options)) such amounts required to be deducted and withheld with respect to the making of such payment under the the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance (in each case subject to the Withholding Tax Ruling and the Options Tax Ruling, if obtained, but subject to the provisions below), or under any provision of applicable state, local, Israeli or foreign Tax LawITO; provided, however, that with respect if Parent, the Exchange Agent or the Surviving Corporation are provided at least three (3) Business Days prior to withholding of Israeli Tax, in the event any holder of record of Company Shares or Company Options provides the Payor with a valid withholding certificate issued by the Israel Tax Authority (the “ITA”) regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this ‎Article II to Parent’s reasonable satisfaction (the “Valid Certificate”), then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if any, from any payment payable pursuant to this Agreement with what Parent, the Exchange Agent or the Surviving Corporation determines in their reasonable discretion to be a valid approval or ruling issued by the ITA (including the Tax Rulings) regarding the deduction or withholding of tax (including the reduction of tax to be withheld, an exemption from withholding or any other instructions regarding the payment of withholding) (the “Israeli Tax Certificate”) from any consideration payable to such holder payee hereunder, then the withholding (if any) of record any amounts under the ITO, from the consideration payable to such payee hereunder, and the payment of Company Shares the consideration or Company Options, as applicableany portion thereof, shall be made only in accordance with the provisions of such Valid Israeli Tax Certificate. For such purpose each of If Parent, the Withholding Tax RulingCompany, so long the Surviving Corporation or the Exchange Agent, as the terms of case may be, deducts or withholds any such Withholding Tax Ruling are different from the withholding procedures set forth in Exhibit A, and the Options Tax Ruling, in each case if granted, will be considered a Valid Certificate provided that if the applicable ruling requires the affirmative consent of the relevant holderamounts, such holder consented to join any such applicable ruling. In the event the Withholding Tax Ruling is different from the withholding procedures set forth in Exhibit A or in the event that no Withholding Tax Ruling is obtained prior to Closing, then, notwithstanding anything to the contrary, Payor shall make payments and withhold any applicable Israeli Taxes in accordance only with the withholding procedures set forth in Exhibit A, unless the parties agree otherwise in writing. To the extent amounts are so withheld and paid over to the appropriate Governmental Authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which whom Parent, the Company, the Surviving Corporation or the Exchange Agent, as the case may be, made such deduction and withholding was made. The Payor shall provide to each person with respect to whom any amounts were deducted and withheld for Taxes pursuant to this ‎Section 2.8, sufficient evidence regarding any such withholding, as promptly as reasonably practicable (but in any event within 10 (ten) Business Days) following such person's request.

Required Withholding. Notwithstanding anything to the contrary hereunder, Parent, Merger SubParent and its Affiliates, the Company, its the Company Subsidiaries, the Surviving Company, the Section 102 Trustee and the Paying Agent (each a “Payor”) shall be entitled to deduct and withhold from any payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to ‎Section Section 2.7(c) (Company Options)) such amounts as may be required to be deducted and withheld with respect to the making of such payment under the the United States Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder 1986 (the “Code”), the Ordinance (in each case subject to the Withholding Tax Ruling and the Options Tax Ruling, if obtained, but subject to the provisions below)Ordinance, or under any provision of applicable state, local, Israeli or foreign Tax Law; provided, however, that with respect to withholding of Israeli Tax, in the event any holder of record of Company Shares or Company Options provides the Payor with a valid withholding certificate issued by the Israel Tax Authority (the “ITA”) ITA regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this ‎Article II Article II, in each case, to Parent’s reasonable satisfaction (the “Valid Certificate”)satisfaction, then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if any, from any payment the Merger Consideration or the Option Consideration, as applicable, payable pursuant to this Agreement to such holder of record of Company Shares or Company Options, as applicable, shall be made only in accordance with the provisions of such Valid Certificatewithholding certificate. For such purpose each of purpose, the Withholding Tax Ruling, so long as the terms of such Withholding Tax Ruling are different from the withholding procedures set forth in Exhibit A, and the Options Tax Ruling, in each case if granted, Ruling will be considered a Valid Certificate valid withholding certificate; provided that if the applicable ruling requires the affirmative consent of the relevant holder, such holder consented to join any such applicable ruling. In the event the Withholding Tax Ruling is different from the withholding procedures set forth in Exhibit A or in the event that no Withholding Tax Ruling is obtained prior to Closing, then, notwithstanding anything to the contrary, Payor shall make payments and withhold any applicable Israeli Taxes in accordance only with the withholding procedures set forth in Exhibit A, unless the parties agree otherwise in writing. To the extent amounts are so withheld and paid over to the appropriate Governmental Authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. The Payor shall provide to each person with respect to whom any amounts were deducted and withheld for Taxes pursuant to this ‎Section 2.8, sufficient evidence regarding any such withholding, as promptly as reasonably practicable (but in any event within 10 (ten) Business Days) following such person's request.

Required Withholding. Notwithstanding anything to Each of the contrary hereunder, Parent, Merger Sub, the Company, its SubsidiariesPaying Agent, the Surviving Company, the 102 Trustee Corporation and the Paying Agent (each a “Payor”) Parent shall be entitled to deduct and withhold from any payment made consideration, or other amounts, payable or otherwise deliverable pursuant to this Agreement (including the Merger Consideration and payments made pursuant to ‎Section 2.7(c) (Company Options)) such amounts required to be deducted and withheld with respect to the making of such payment under the the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance (in each case subject to the Withholding Tax Ruling and the Options Tax Ruling, if obtained, but subject to the provisions below), or under any provision of applicable state, local, Israeli or foreign Tax Law; provided, however, that with respect to withholding of Israeli Tax, in the event any holder of record or former holder of Company Shares or Company Stock Options provides the Payor with a valid withholding certificate issued by the Israel Tax Authority or any other Person such amounts as are required to be deducted or withheld therefrom under any applicable Law (the “ITA”) regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this ‎Article II to Parent’s reasonable satisfaction (the “Valid Certificate”), then the deduction and withholding of any amounts under including the Ordinance and the regulations promulgated thereunder, the Israeli Income Tax Rulings or any other provision of Israeli Law, statute, regulation, administrative ruling, pronouncement or other authority or judicial opinion, as well as any withholding provision of the Internal Revenue Code of 1986 (the “Code”) and the Treasury Regulations promulgated thereunder); provided that no withholding under Israeli Tax Law or requirement, if any, will be made from any payment consideration payable pursuant hereunder to this Agreement a holder of Company Shares to the extent that such holder has provided Parent or the Paying Agent, as the case may be, prior to the time such payment or delivery is made, with a valid exemption or ruling issued by the Israeli Tax Authority exempting the payment or delivery of record the Merger Consideration to the relevant holder of Company Shares or Company Stock Options, as applicableor the other amounts payable or otherwise deliverable pursuant to this Agreement, from withholding Tax; provided, further, that with respect to any withholding under the Laws of the State of Israel, the Paying Agent, the Surviving Corporation and Parent shall be made only act in accordance with the provisions of such Valid Certificate. For such purpose each of Withholding Ruling and/or the Withholding Tax Section 102 Ruling, so long as the terms of such Withholding Tax Ruling are different from the withholding procedures set forth in Exhibit Aif obtained, and the Options Tax Ruling, in each case if granted, will be considered a Valid Certificate provided that if in no event shall Parent and/or Paying Agent be required to deliver consideration deliverable under this Agreement until the applicable ruling requires tax is withheld by the affirmative consent of Parent or the relevant holder, such holder consented to join any such applicable ruling. In the event the Withholding Tax Ruling is different from the withholding procedures set forth in Exhibit A or in the event that no Withholding Tax Ruling is obtained prior to Closing, then, notwithstanding anything to the contrary, Payor shall make payments and withhold any applicable Israeli Taxes in accordance only with the withholding procedures set forth in Exhibit A, unless the parties agree otherwise in writingPaying Agent. To the extent amounts are so deducted or withheld and paid over pursuant to the appropriate Governmental Authoritythis Section 2.4(f), the withheld such amounts shall be treated for all purposes of under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid and such amounts shall be remitted to the applicable Governmental Entity in respect accordance with applicable Law and notice thereof shall be provided to the applicable holder of Company Shares. Any purported withholding of Taxes from payments or other deliveries made in accordance with the provisions of this Agreement, the amount of which such deduction was forwarded to the relevant Governmental Entity, shall not be deemed a breach of this Agreement and withholding was made. The Payor the amount so withheld shall provide be treated for all purposes under this Agreement as having been paid to each person with respect the Person to whom any such amounts were deducted and withheld for would otherwise have been paid, notwithstanding that withholding of Taxes pursuant to this ‎Section 2.8, sufficient evidence regarding any such withholding, as promptly as reasonably practicable (but in any event within 10 (ten) Business Days) following such person's request.might have not been required. 15

Required Withholding. Notwithstanding anything to the contrary hereunder, Parent, Merger Subits Subsidiaries, the Company, its Subsidiaries, the Surviving Company, the 102 Trustee and the Paying Agent (each a “Payor”) shall be entitled to deduct and withhold from any payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to ‎Section 2.7(c) (Company Options) or ‎Section 2.7(d) (Company RSUs)) such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Withholding Tax Ruling and the Options Tax Ruling, if obtained, the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance (in each case subject to the Withholding Tax Ruling and the Options Tax Ruling, if obtained, but subject to the provisions below)Ordinance, or under any provision of applicable state, local, Israeli or foreign Tax Law; provided, however, that with respect to withholding of Israeli Tax, in the event any holder of record of Company Shares Shares, Company Options or Company Options RSUs provides the Payor with a valid withholding certificate issued by the Israel Israeli Tax Authority (the “ITA”) regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this ‎Article II to Parent’s reasonable satisfaction (the “Valid Certificate”)satisfaction, then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if any, from any payment the Merger Consideration, the Option Consideration or RSUs Consideration, as applicable, payable pursuant to this Agreement to such holder of record of Company Shares Shares, Company Options or Company OptionsRSUs, as applicable, shall be made only in accordance with the provisions of such Valid Certificatewithholding certificate. For such purpose each of the Withholding Tax Ruling, so long as the terms of such Withholding Tax Ruling are different from the withholding procedures set forth in Exhibit A, and the Options Tax Ruling, in each case if granted, Ruling will be considered a Valid Certificate valid withholding certificate provided that if the applicable ruling requires the affirmative consent of the relevant holder, such holder consented to join any such applicable ruling. In the event the Withholding Tax Ruling is different from the withholding procedures set forth in Exhibit A or in the event that no Withholding Tax Ruling is obtained prior to Closing, then, notwithstanding anything to the contrary, Payor shall make payments and withhold any applicable Israeli Taxes in accordance only with the withholding procedures set forth in Exhibit A, unless the parties agree otherwise in writing. To the extent amounts are so withheld and paid over to the appropriate Governmental Authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. The Payor shall provide to each person with respect to whom any amounts were deducted and withheld for Taxes pursuant to this ‎Section 2.8, sufficient evidence regarding any such withholding, as promptly as reasonably practicable (but in any event within 10 (ten) Business Days) following such person's request.

Required Withholding. (a) Notwithstanding anything herein to the contrary hereundercontrary, each of the Payment Agent, the Withholding Agent, the Section 102 Trustee, Parent, Merger Sub, the Company, its Subsidiaries, the Surviving Company, the 102 Trustee and the Paying Agent their Affiliates (each each, a “Payor”) shall will be entitled to deduct and withhold from any payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to ‎Section 2.7(c) (Company Options)) such amounts required to be deducted and withheld with respect to the making of such payment under the the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance (in each case subject to the Withholding Tax Ruling and the Options Tax Ruling, if obtained, but subject to the provisions below), or under any provision of applicable state, local, Israeli or foreign Tax Law; provided, however, that with respect to withholding of Israeli Tax, in the event any holder of record of Company Shares or Company Options provides the Payor with a valid withholding certificate issued by the Israel Tax Authority (the “ITA”) regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this ‎Article II to Parent’s reasonable satisfaction (the “Valid Certificate”), then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if any, from any payment payable pursuant to this Agreement to such any holder or former holder of record of Company Shares or Company OptionsEquity Awards, or any other applicable Person, such amounts as applicablethe applicable Payor shall reasonably determine are required by applicable Tax Laws to be deducted or withheld therefrom, shall be made only in accordance with the provisions of such Valid Certificate. For such purpose each of including pursuant to the Withholding Tax Ruling, so long as the terms of such Withholding Section 102 Tax Ruling are different from or the withholding procedures set forth in Exhibit A, and the Options Interim Section 102 Tax Ruling, in each case if granted, will be considered a Valid Certificate provided that if the applicable ruling requires the affirmative consent of the relevant holder, such holder consented to join any such applicable ruling. In the event the Withholding Tax Ruling is different from the withholding procedures set forth in Exhibit A or in the event that no Withholding Tax Ruling is obtained prior to Closing, then, notwithstanding anything to the contrary, Payor shall make payments and withhold any applicable Israeli Taxes in accordance only with the withholding procedures set forth in Exhibit A, unless the parties agree otherwise in writingobtained. To the extent that such amounts are so deducted, withheld and paid over to or deposited with the appropriate relevant Governmental Authority, the withheld such amounts shall will be treated for all purposes of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. The Parties herein intend to comply with Income Tax Circular 19/2018 (Transaction for Sale of Rights in respect a Corporation that includes Consideration that will be transferred to the Seller at Future Dates) (the “Circular”), provided that an undertaking as required under Section 6.2.4.3 of the Circular shall be provided to Payor prior to the Closing Date, (a) the Parent shall not deduct or withhold any amount from the consideration transferred to the Payment Agent or the Withholding Agent for the purposes of withholding Israeli taxes; and (b) the payment of any consideration under this Agreement to any holder of Shares (other than Section 102 Shares) shall be retained by the Payment Agent for the benefit of such holder for a period of up to one hundred eighty (180) days from the Closing Date or an earlier date required in writing by such holder or as otherwise requested by the ITA (the “Withholding Drop Date”) (during which time no amount shall be withheld from amounts paid to the Payment Agent, except as provided below or as requested in writing by the ITA) and during which time, such holder may obtain (or, if one already exists, present to the Payment Agent or the Withholding Agent) a Valid Withholding Certificate. If no later than three (3) Business Days prior to the Withholding Drop Date a Valid Withholding Certificate is delivered to the Payment Agent or the Withholding Agent, the Payment Agent and the Withholding Agent shall act in accordance with the provisions of such Valid Withholding Certificate, subject to any deduction and withholding was made. The Payor shall provide as may be required to each person with respect to whom any amounts were be deducted and withheld for Taxes pursuant to this ‎Section 2.8under any applicable Law. If such holder (i) does not provide Payment Agent or the Withholding Agent with a Valid Withholding Certificate, sufficient evidence regarding any such withholding, as promptly as reasonably practicable by no later than three (but in any event within 10 (ten3) Business DaysDays before the Withholding Drop Date, or (ii) following submits a written request with Payment Agent or the Withholding Agent to release its portion of the consideration prior to the Withholding Drop Date and fails to submit a Valid Withholding Certificate at or before such person's requesttime, then the amount to be withheld from such holder’s portion of the consideration shall be calculated according to the applicable withholding rate on the payment date. For the avoidance of doubt, it shall be clarified that if obtained, the Parties shall act in accordance with the Withholding Tax Ruling.

Required Withholding. Notwithstanding anything The Seller has obtained from the Israeli tax authority a withholding tax exemption with respect to “assets and services” according to Article 164 of the Israeli Tax Ordinance (a copy of such exemption is attached as Exhibit 2.9 hereto) and is seeking to obtain an additional withholding tax exemption applicable to the contrary hereunderconsideration payable or otherwise deliverable to Seller at the Closing pursuant to this Agreement. Assuming that all applicable withholding tax exemptions have been obtained and delivered to Buyer and Parent prior to closing, Parenteach of the transfer agent, Merger SubParent and Buyer (or any affiliate thereof) shall not deduct and/or withhold any amount from any consideration payable or otherwise deliverable pursuant to this Agreement to Seller at the Closing (e.g. $6,700,000 plus VAT). Prior to the payment of the Earnout Consideration or the Escrow Amount, the CompanySeller shall provide the Buyer with a valid exemption from the Israeli tax authority with respect to withholding tax of “assets and services” according to Article 164 of the Israeli Tax Ordinance. To the extent that any such exemptions described hereunder shall not be obtained prior to the Closing or the date of payment of the Earnout Consideration or the Escrow Amount, its Subsidiariesas applicable, the Surviving Companytransfer agent, the 102 Trustee and the Paying Agent Parent or Buyer (each a “Payor”or any affiliate thereof) shall be entitled to deduct and or withhold from any payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to ‎Section 2.7(c) (Company Options)) such amounts required to be deducted and withheld with respect to the making of such payment under the the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”)Aggregate Purchase Price, the Ordinance (in each case subject to Earnout Consideration or the Withholding Tax Ruling and the Options Tax Ruling, if obtained, but subject to the provisions below), or under any provision of applicable state, local, Israeli or foreign Tax Law; provided, however, that with respect to withholding of Israeli Tax, in the event any holder of record of Company Shares or Company Options provides the Payor with a valid withholding certificate issued by the Israel Tax Authority (the “ITA”) regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this ‎Article II to Parent’s reasonable satisfaction (the “Valid Certificate”), then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if any, from any payment payable pursuant to this Agreement to such holder of record of Company Shares or Company OptionsEscrow Amount, as applicable, shall be made only withholding tax in accordance with Israeli law and thereafter shall provide the provisions of such Valid Certificate. For such purpose each of the Withholding Tax Ruling, so long as the terms of such Withholding Tax Ruling are different from the withholding procedures set forth in Exhibit A, and the Options Tax Ruling, in each case if granted, will be considered a Valid Certificate provided that if the applicable ruling requires the affirmative consent of the relevant holder, such holder consented to join any such applicable ruling. In the event the Withholding Tax Ruling is different from the withholding procedures set forth in Exhibit A or in the event that no Withholding Tax Ruling is obtained prior to Closing, then, notwithstanding anything to the contrary, Payor shall make payments and withhold any applicable Israeli Taxes in accordance only Seller with the withholding procedures set forth in Exhibit A, unless the parties agree otherwise in writingcertificate of withholding. To the extent such amounts are so withheld and paid over to the appropriate Governmental Authoritydeducted or withheld, the withheld such amounts shall be treated for all purposes of under this Agreement as having been paid to the Person in respect of which person to whom such deduction and withholding was madeamounts would otherwise have been paid. The Payor Buyer, Parent or the transfer agent shall provide to each person with respect to whom any amounts were deducted and withheld for Taxes pursuant to this ‎Section 2.8, sufficient evidence regarding any the Seller documentation evidencing such deduction or withholding, as promptly as reasonably practicable (but in any event within 10 (ten) Business Days) following such person's request.

Required Withholding. (a) Notwithstanding anything to the contrary hereunder, Parent, Merger Subits Subsidiaries, the Company, its Subsidiaries, the Surviving Company, the 102 Trustee and Trustee, the Paying Agent and any other third-party paying agent (each a “"Payor”") shall be entitled to deduct and withhold from any payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to ‎Section 2.7(cSection 1.7(c) (Company Options) or Section 1.7(d) (Company RSUs)) and any consideration otherwise deliverable under this Agreement such amounts as of each of Parent, the Company, the Paying Agent or any of their Affiliates or agents determines it may be required to be deducted and withheld with respect to the making of such payment or delivery of consideration under the the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance (in each case subject to the Withholding Tax Ruling and the Options Tax Ruling, if obtained, but subject to the provisions below)Code, the Ordinance, or under any provision of applicable state, local, Israeli or foreign other non-U.S. Tax Law; provided, however, that with respect to withholding of Israeli Tax, in the event any holder of record of Company Shares Ordinary Shares, Company Options or Company Options RSUs provides the Payor with a valid withholding certificate Valid Tax Certificate issued by the Israel Tax Authority (the “"ITA”") regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this ‎Article II Article II, or other treatment with respect to Parent’s reasonable satisfaction Israeli Tax, at least five (the “Valid Certificate”)5) Business Days prior to any payment payable pursuant to this Agreement, then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if any, from any payment the Merger Consideration, the Option Consideration or RSUs Consideration, as applicable, payable pursuant to this Agreement to such holder of record of Company Shares Ordinary Shares, Company Options or Company OptionsRSUs, as applicable, shall be made only in accordance with the provisions of such Valid Certificate. For such purpose each of the Withholding Tax Ruling, so long as the terms of such Withholding Tax Ruling are different from the withholding procedures set forth in Exhibit A, and the Options Tax Ruling, in each case if granted, will be considered a Valid Certificate provided that if the applicable ruling requires the affirmative consent of the relevant holder, such holder consented to join any such applicable ruling. In the event the Withholding Tax Ruling is different from the withholding procedures set forth in Exhibit A or in the event that no Withholding Tax Ruling is obtained prior to Closing, then, notwithstanding anything to the contrary, Payor shall make payments and withhold any applicable Israeli Taxes in accordance only with the withholding procedures set forth in Exhibit A, unless the parties agree otherwise in writing. To the extent amounts are so withheld and paid over to the appropriate Governmental AuthorityEntity, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. The Payor shall provide to each person with respect to whom any amounts were deducted and withheld for Taxes pursuant to this ‎Section 2.8, sufficient evidence regarding any such withholding, as promptly as reasonably practicable (but in any event within 10 (ten) Business Days) following such person's request.

Required Withholding. Notwithstanding anything to Each of the contrary hereunderPaying Agent, Parent, Merger Sub, the Company, its Subsidiaries, Company and the Surviving Company, the 102 Trustee and the Paying Agent (each a “Payor”) shall Company will be entitled to deduct and withhold from any payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to ‎Section 2.7(c) (Company Options)) such amounts required to be deducted and withheld with respect to the making of such payment under the the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance (in each case subject to the Withholding Tax Ruling and the Options Tax Ruling, if obtained, but subject to the provisions below), or under any provision of applicable state, local, Israeli or foreign Tax Law; provided, however, that with respect to withholding of Israeli Tax, in the event any holder of record of Company Shares or Company Options provides the Payor with a valid withholding certificate issued by the Israel Tax Authority (the “ITA”) regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this ‎Article II to Parent’s reasonable satisfaction (the “Valid Certificate”), then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if any, from any payment payable pursuant to this Agreement such amounts as are required to such holder be deducted or withheld therefrom under the Code or any applicable state, local or non-U.S. Tax Law; provided that if any amounts are deducted or withheld from the Per Share Price payable by Parent (or the Paying Agent or the Surviving Company) to the holders of record shares of Company Shares Common Stock pursuant hereto, then, solely to the extent such deduction or Company Options, as applicable, shall be made only withholding would not have applied had the Merger been consummated in accordance with the provisions Merger Agreement without giving effect to this Amendment, the aggregate consideration payable by Parent pursuant hereto shall be increased as necessary so that after such deduction or withholding has been made (including any deductions or withholdings applicable to additional sums payable under this clause) the holders of shares of Company Common Stock receive an amount per share equal to the Per Share Price as if no such Valid Certificatededuction or withholding had been made. For such purpose each of Subject to the Withholding Tax Ruling, so long as the terms of such Withholding Tax Ruling are different from the withholding procedures set forth in Exhibit A, and the Options Tax Ruling, in each case if granted, will be considered a Valid Certificate provided that if the applicable ruling requires the affirmative consent of the relevant holder, such holder consented to join any such applicable ruling. In the event the Withholding Tax Ruling is different from the withholding procedures set forth in Exhibit A or proviso in the event that no Withholding Tax Ruling is obtained prior to Closingpreceding sentence, then, notwithstanding anything to the contrary, Payor shall make payments and withhold any applicable Israeli Taxes in accordance only with the withholding procedures set forth in Exhibit A, unless the parties agree otherwise in writing. To the extent that amounts are so deducted or withheld in accordance with the preceding sentence and timely paid over to the appropriate Governmental Authority, the withheld such amounts shall will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and or withholding was made. The Payor shall provide To the knowledge of Parent, no amounts are expected to each person be deducted or withheld from the Per Share Price payable by Parent (or the Paying Agent or the Surviving Company) to the holders of shares of Company Common Stock pursuant hereto that would not have been deducted or withheld had the Merger been consummated in accordance with respect to whom any amounts were deducted and withheld for Taxes pursuant the Merger Agreement without giving effect to this ‎Section 2.8, sufficient evidence regarding any such withholding, as promptly as reasonably practicable (but in any event within 10 (ten) Business Days) following such person's requestAmendment.”

Required Withholding. Notwithstanding anything to the contrary hereunder, each of the Parent, its Subsidiaries, Merger Sub, the Company, its Subsidiaries, the Surviving Company, the 102 Trustee Trustee, the Paying Agent, the nominee company, the Stock Exchange clearinghouse and the Paying Agent Stock Exchange members and any of their respective agents (each a “Payor”) shall be entitled to deduct and withhold or cause to be deducted and withheld from any payment made consideration, or other amounts, payable or otherwise deliverable pursuant to to, or in connection with, this Agreement (including the Merger Consideration and payments made pursuant to ‎Section 2.7(c) (Company Optionsset forth in Section 2.8(c)) such amounts as the Payor reasonably determines are required to be deducted and or withheld with respect to the making of such payment therefrom or in connection therewith under the the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance (in each case subject to the Withholding Tax Ruling and the Options Tax Ruling, if obtainedobtained within 180 days from Closing, but subject to the provisions below)Ordinance, or under any provision of applicable state, local, Israeli or foreign Tax Law; provided. To the extent such amounts were so deducted or withheld, howeversuch amounts shall be (i) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid and (ii) timely remitted by each Payor to the applicable Governmental Authority in accordance with applicable Law. The Payor shall provide to each Person as soon as reasonably possible, that in respect of which the deduction and withholding was made, with a document evidencing the amount so withheld and remitted to the applicable Governmental Authority with respect to the payment made to such Person. To the extent amounts were so deducted or withheld, the withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. Notwithstanding the foregoing, if the Paying Agent provides Parent, prior to the Closing Date, with an undertaking as required under Section 6.2.4.3(c) of the Income Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation that includes Consideration that will be transferred to the Seller at Future Dates) with respect to Israeli Tax, in any consideration payable under this Agreement at the event any Closing to each holder of record of Company Shares that holds Company Shares represented by Certificates directly and not through a nominee company (the “Certificated Shareholders”), shall be retained by the Paying Agent for the benefit of each such Certificated Shareholder for a period of up to 180 days from Closing or an earlier date required in writing by such Certificated Shareholder or as otherwise requested by the ITA (the “Withholding Drop Date”) during which time no Payor shall make any payments to any such Certificated Shareholder with respect to such Company Options provides Shares represented by Certificates or withhold any amounts for Israeli Taxes from the payments deliverable pursuant to this Agreement, except as provided below (unless such Payor with is otherwise instructed explicitly by the ITA), and during which time each such Certificated Shareholder may obtain (or, if one already exists, present to the Paying Agent) a valid withholding certificate certificate, ruling or other written instructions issued by the Israel Tax Authority (the “ITA”) ITA regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this ‎Article Article II or providing other instructions regarding such payments or withholding, to the Parent’s reasonable satisfaction (the “Valid Certificate”). If a Certificated Shareholder of Company Shares represented by Certificates delivers, no later than three (3) Business Days prior to the Withholding Drop Date a Valid Certificate to a Payor, then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if any, from any payment payable pursuant to this Agreement to such holder of record of Certificated Shareholder with respect to such Company Shares or Company Options, as applicablerepresented by Certificates, shall be made only in accordance with the provisions of such Valid Certificate. For such purpose each If any Certificated Shareholder of Company Shares represented by Certificates (i) does not provide Payor with a Valid Certificate, by no later than three (3) Business Days before the Withholding Tax RulingDrop Date, so long as or (ii) submits a written request with Payor to release such Certificated Shareholder’s applicable consideration relevant to such Company Shares represented by Certificates prior to the terms of such Withholding Tax Ruling are different from the withholding procedures set forth in Exhibit A, and the Options Tax Ruling, in each case if granted, will be considered Drop Date but fails to submit a Valid Certificate provided that if at or before such time, then the amount to be withheld from such consideration shall be calculated according to the applicable ruling requires withholding rate under applicable Israeli Law as reasonably determined by the affirmative consent of Parent. Such amount shall be delivered or caused to be delivered to the ITA by the relevant holder, such holder consented to join any such applicable ruling. In the event the Withholding Tax Ruling is different from the withholding procedures set forth in Exhibit A or in the event that no Withholding Tax Ruling is obtained prior to Closing, then, notwithstanding anything to the contrary, Payor shall make payments and withhold any applicable Israeli Taxes in accordance only with the withholding procedures set forth in Exhibit A, unless the parties agree otherwise in writingPayor. To the extent amounts are were so deducted or withheld and paid over remitted to the appropriate Governmental Authority, the withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. The Payor shall provide to each person with respect to whom any amounts were deducted and withheld for Taxes pursuant to this ‎Section 2.8, sufficient evidence regarding any such withholding, as promptly as reasonably practicable (but in any event within 10 (ten) Business Days) following such person's request.

Required Withholding. Notwithstanding anything to Each of the contrary hereunderExchange Agent, Parent, Merger Sub, the Company, its Subsidiaries, Parent and the Surviving Company, the 102 Trustee and the Paying Agent (each a “Payor”) Corporation shall be entitled to deduct and withhold from any payment made consideration payable or otherwise deliverable pursuant to this Agreement (including to any holder or former holder of IGPAC Stock, IGPAC Warrants or the Merger Consideration and payments made pursuant to ‎Section 2.7(c) (Company Options)) Underwriter Purchase Option such amounts as are required to be deducted and or withheld with respect to the making of such payment therefrom under the the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance (in each case subject to the Withholding Tax Ruling and the Options Tax Ruling, if obtained, but subject to the provisions below), or under any provision of applicable state, local, Israeli local or foreign Tax Law; provided, however, that with respect to withholding of Israeli Tax, in the event any holder of record of Company Shares (including Israeli) tax law or Company Options provides the Payor with a valid withholding certificate issued by the Israel Tax Authority (the “ITA”) regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this ‎Article II to Parent’s reasonable satisfaction (the “Valid Certificate”), then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or applicable legal requirement, if any, from any payment payable pursuant to this Agreement to such holder of record of Company Shares or Company Options, as applicable, shall be made only in accordance with the provisions of such Valid Certificate. For such purpose each of the Withholding Tax Ruling, so long as the terms of such Withholding Tax Ruling are different from the withholding procedures set forth in Exhibit A, and the Options Tax Ruling, in each case if granted, will be considered a Valid Certificate provided that if the applicable ruling requires the affirmative consent of the relevant holder, such holder consented to join any such applicable ruling. In the event the Withholding Tax Ruling is different from the withholding procedures set forth in Exhibit A or in the event that no Withholding Tax Ruling is obtained prior to Closing, then, notwithstanding anything to the contrary, Payor shall make payments and withhold any applicable Israeli Taxes in accordance only with the withholding procedures set forth in Exhibit A, unless the parties agree otherwise in writing. To the extent such amounts are so withheld and paid over to the appropriate Governmental Authoritydeducted or withheld, the withheld such amounts shall be treated for all purposes of under this Agreement as having been paid to the Person in respect person to whom such amounts would otherwise have been paid, provided, however, that none of which the Exchange Agent, Parent or the Surviving Corporation shall be entitled to withhold any amounts pursuant to this Section 1.6(e) if the Exchange Agent, Parent or the Surviving Corporation has received prior to the issuance or distribution of any Parent Ordinary Shares pursuant to this Agreement, such deduction and certificates or forms as are sufficient, under applicable law, to establish that withholding was made. The Payor shall provide to each person is not required (together with a satisfactory supporting legal opinion, if the Exchange Agent, Parent or the Surviving Corporation so requires) (with respect to whom Israeli withholding requirements a valid certificate of exemption from withholding with respect to services and assets will also be sufficient) or, if such certificates or forms are received by Parent before the date on which amounts are payable to a holder or former holder of IGPAC Stock, IGPAC Warrants or the Underwriter Purchase Option, then Parent shall withhold amounts consistent with such certificates or forms; provided, further, that the Exchange Agent, Parent or the Surviving Corporation agree that, before withholding and paying over any amounts were deducted to a taxing authority from any applicable jurisdiction with respect to a holder or former holder of IGPAC Stock, IGPAC Warrants or the Underwriter Purchase Option (and withheld for Taxes delivering to such holder the balance of the portion of the Parent Ordinary Shares payable to such holder or former holder of IGPAC Stock, IGPAC Warrants or the Underwriter Purchase Option pursuant to this ‎Section 2.8Agreement), sufficient evidence regarding to the extent commercially practicable, Parent shall (or shall cause the Exchange Agent to) provide such holder or former holder with written notice and shall consult with such holder in order to minimize the amount of any such withholding. If the Exchange Agent, as promptly as reasonably practicable (but in any event within 10 (ten) Business Days) following Parent or the Surviving Corporation so withholds amounts and pays them to applicable authorities, Parent shall furnish to the holder or former holder of IGPAC Stock, IGPAC Warrants or the Underwriter Purchase Option documents evidencing such person's requestwithholding.

Required Withholding. (i) Notwithstanding anything to the contrary hereunder, each of Parent, Merger Subits Subsidiaries, the Company, its Subsidiaries, the Surviving Company, the 102 Trustee and the Paying Agent (each a “Payor”) shall be entitled to deduct and withhold from any payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to ‎Section Section 2.7(c) (Company Options)) such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Withholding Tax Ruling and the Options Tax Ruling, if obtained, the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance (in each case subject to the Withholding Tax Ruling and the Options Tax Ruling, if obtained, but subject to the provisions below)Ordinance, or under any provision of applicable state, local, Israeli or foreign non-Israeli Tax Law; provided, however, that with respect to withholding of Israeli Tax, in the event any holder of record of Company Shares or Company Options provides the Payor with a valid withholding certificate certificate, ruling or other written instructions issued by the Israel Israeli Tax Authority (the “ITA”) regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this ‎Article Article II or providing other instructions regarding such payments or withholding, to the Parent’s reasonable satisfaction (the “Valid Certificate”), then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if any, from any payment the Merger Consideration, or the Option Consideration, as applicable, payable pursuant to this Agreement to such holder of record of Company Shares Shares, or Company Options, as applicable, shall be made only in accordance with the provisions of such Valid Certificate. For such purpose each of the Withholding Tax Ruling, so long as the terms of such Withholding Tax Ruling are different from the withholding procedures set forth in Exhibit A, and the Options Tax Ruling, in each case if granted, Ruling will be considered a Valid Certificate provided that if the applicable ruling requires the affirmative consent of the relevant holder, such holder consented to join any such applicable ruling. In the event the Withholding Tax Ruling is different from the withholding procedures set forth in Exhibit A or in the event that no Withholding Tax Ruling is obtained prior to Closing, then, notwithstanding anything to the contrary, Payor shall make payments and withhold any applicable Israeli Taxes in accordance only with the withholding procedures set forth in Exhibit A, unless the parties agree otherwise in writing. To the extent amounts are so withheld and paid over to the appropriate Governmental AuthorityAuthority (i) the Payor shall provide the affected Person, as soon as practicable (but no later than within fourteen (14) Business Days), with sufficient evidence regarding such withholding, and (ii) the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. The Payor shall provide to each person with respect to whom any amounts were deducted and withheld for Taxes pursuant to this ‎Section 2.8, sufficient evidence regarding any such withholding, as promptly as reasonably practicable (but in any event within 10 (ten) Business Days) following such person's request.

Required Withholding. (i) Notwithstanding anything to the contrary hereunder, each of Parent, Merger Subits Subsidiaries, the Company, its Subsidiaries, the Surviving Company, the 102 Trustee and the Paying Agent (each a “Payor”) shall be entitled to deduct and withhold from any payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to ‎Section 2.7(c) (Company Options)) such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Withholding Tax Ruling and the Options Tax Ruling, if obtained, the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance (in each case subject to the Withholding Tax Ruling and the Options Tax Ruling, if obtained, but subject to the provisions below)Ordinance, or under any provision of applicable state, local, Israeli or foreign non-Israeli Tax Law; provided, however, that with respect to withholding of Israeli Tax, in the event any holder of record of Company Shares or Company Options provides the Payor with a valid withholding certificate certificate, ruling or other written instructions issued by the Israel Israeli Tax Authority (the “ITA”) regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this ‎Article II or providing other instructions regarding such payments or withholding, to the Parent’s reasonable satisfaction (the “Valid Certificate”), then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if any, from any payment the Merger Consideration, or the Option Consideration, as applicable, payable pursuant to this Agreement to such holder of record of Company Shares Shares, or Company Options, as applicable, shall be made only in accordance with the provisions of such Valid Certificate. For such purpose each of the Withholding Tax Ruling, so long as the terms of such Withholding Tax Ruling are different from the withholding procedures set forth in Exhibit A, and the Options Tax Ruling, in each case if granted, Ruling will be considered a Valid Certificate provided that if the applicable ruling requires the affirmative consent of the relevant holder, such holder consented to join any such applicable ruling. In the event the Withholding Tax Ruling is different from the withholding procedures set forth in Exhibit A or in the event that no Withholding Tax Ruling is obtained prior to Closing, then, notwithstanding anything to the contrary, Payor shall make payments and withhold any applicable Israeli Taxes in accordance only with the withholding procedures set forth in Exhibit A, unless the parties agree otherwise in writing. To the extent amounts are so withheld and paid over to the appropriate Governmental AuthorityAuthority (i) the Payor shall provide the affected Person, as soon as practicable (but no later than within fourteen (14) Business Days), with sufficient evidence regarding such withholding, and (ii) the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. The Payor shall provide to each person with respect to whom any amounts were deducted and withheld for Taxes pursuant to this ‎Section 2.8, sufficient evidence regarding any such withholding, as promptly as reasonably practicable (but in any event within 10 (ten) Business Days) following such person's request.

Required Withholding. Notwithstanding anything to the contrary hereunder, Parent, Merger Subits Subsidiaries, the Company, its Subsidiaries, the Surviving Company, the 102 Trustee and Trustee, the Paying Agent (each a “Payor”) shall be entitled to deduct and withhold from any payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to ‎Section Section 2.7(c) (Company Options)) such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Withholding Tax Ruling, a Valid Certificate (as defined below), the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance (in each case subject to the Withholding Tax Ruling and the Options Tax Ruling, if obtained, but subject to the provisions below)Ordinance, or under any applicable provision of applicable state, local, Israeli or foreign Tax Law; provided, however, that with respect to withholding of Israeli Tax, in the event any payment made pursuant to this Agreement to any holder of record Company Shares shall be retained by Payor for the benefit of each such holder of Company Shares for a period of one hundred and eighty (180) days from the applicable payment date or an earlier date required in writing by such holder of Company Shares or by the ITA (the "Withholding Drop Date") (during which time Payor shall not make any payments to any holder of Company Options provides the Payor with Shares and shall not withhold any amounts of Israeli Taxes from such payments payable pursuant to this Agreement, except as provided below), and during which time each holder of Company Shares may obtain a valid withholding certificate or ruling issued by the Israel Tax Authority (the “ITA”) ITA regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this ‎Article Article II to Parent’s reasonable satisfaction (the such certificate, a “Valid Certificate”), . In the event any holder of Company Shares provides the Payor with a Valid Certificate prior to the Withholding Drop Date then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if any, from any payment the Merger Consideration payable pursuant to this Agreement to such holder of record of Company Shares or Company Options, as applicable, shall be made only in accordance with the provisions of such Valid Certificate, and the balance of the payment that is not withheld shall be paid to such holder of Company Shares. If any holder of Company Shares (i) does not provide Payor with a Valid Certificate prior to the Withholding Drop Date, or (ii) submits a written request with Payor to release his, her or its portion of the payment prior to the Withholding Drop Date, then the amount to be withheld from such portion of the holder of Company Shares in the applicable payment shall be calculated according to the applicable withholding rate as reasonably determined by Parent, which amount shall be increased by the interest plus linkage differences as defined in Section 159A of the Ordinance for the time period between the fifteenth (15th) calendar day of the month following the month during which the Closing Date occurs and the time the relevant payment is made, and calculated in NIS based on the higher of (A) the U.S. dollars to NIS exchange rate at the Closing Date and (B) the U.S. dollars to NIS exchange rate at the time the relevant payment is made. For such purpose each of the Withholding Tax Ruling, so long as the terms of such Withholding Tax Ruling are different from the withholding procedures set forth in Exhibit A, and the Options Tax Ruling, in each case if granted, will be considered a Valid Certificate Certificate, provided that if the applicable ruling requires the affirmative consent of the relevant holder, such holder consented to join any such applicable ruling. In the event the Withholding Tax Ruling is different from the withholding procedures set forth in Exhibit A or in the event that no Withholding Tax Ruling is obtained prior to Closing, then, notwithstanding anything to the contrary, Payor shall make payments and withhold any applicable Israeli Taxes in accordance only with the withholding procedures set forth in Exhibit A, unless the parties agree otherwise in writing. To the extent amounts are so withheld and paid over to the appropriate Governmental Authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. The If a Payor so deducts or withholds amounts and pays them to the appropriate Governmental Authority, the Payor shall provide to each person furnish the holder of record of Company Shares or Company Options with respect to whom any such amounts were so deducted and or withheld for Taxes pursuant to this ‎Section 2.8, sufficient evidence regarding any with documents evidencing such deduction or withholding, as promptly as reasonably practicable (but in any event within 10 (ten) Business Days) following such person's request.

Required Withholding. Notwithstanding anything to the contrary hereunder, Parent, Merger Subits Subsidiaries, the Company, its Subsidiaries, the Surviving Company, the 102 Trustee and the Paying Agent (each a “Payor”) shall be entitled to deduct and withhold from any payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to ‎Section Section 2.7(c) (Company Options) or Section 2.7(d) (Company RSUs)) such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Withholding Tax Ruling and the Options Tax Ruling, if obtained, the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance (in each case subject to the Withholding Tax Ruling and the Options Tax Ruling, if obtained, but subject to the provisions below)Ordinance, or under any provision of applicable state, local, Israeli or foreign Tax Law; provided, however, that with respect to withholding of Israeli Tax, in the event any holder of record of Company Shares Shares, Company Options or Company Options RSUs provides the Payor with a valid withholding certificate issued by the Israel Israeli Tax Authority (the “ITA”) regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this ‎Article Article II to Parent’s reasonable satisfaction (the “Valid Certificate”)satisfaction, then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if any, from any payment the Merger Consideration, the Option Consideration or RSUs Consideration, as applicable, payable pursuant to this Agreement to such holder of record of Company Shares Shares, Company Options or Company OptionsRSUs, as applicable, shall be made only in accordance with the provisions of such Valid Certificatewithholding certificate. For such purpose each of the Withholding Tax Ruling, so long as the terms of such Withholding Tax Ruling are different from the withholding procedures set forth in Exhibit A, and the Options Tax Ruling, in each case if granted, Ruling will be considered a Valid Certificate valid withholding certificate provided that if the applicable ruling requires the affirmative consent of the relevant holder, such holder consented to join any such applicable ruling. In the event the Withholding Tax Ruling is different from the withholding procedures set forth in Exhibit A or in the event that no Withholding Tax Ruling is obtained prior to Closing, then, notwithstanding anything to the contrary, Payor shall make payments and withhold any applicable Israeli Taxes in accordance only with the withholding procedures set forth in Exhibit A, unless the parties agree otherwise in writing. To the extent amounts are so withheld and paid over to the appropriate Governmental Authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. The Payor shall provide to each person with respect to whom any amounts were deducted and withheld for Taxes pursuant to this ‎Section 2.8, sufficient evidence regarding any such withholding, as promptly as reasonably practicable (but in any event within 10 (ten) Business Days) following such person's request.

Required Withholding. Notwithstanding anything to the contrary hereunder, Parent, Merger Subits Subsidiaries, the Company, its Subsidiaries, the Surviving Company, the 102 Trustee and the Paying Agent (each a “Payor”) shall be entitled to deduct and withhold from any payment made pursuant to this Agreement (including the Merger Consideration and payments made pursuant to ‎Section Section 2.7(c) (Company Options) or Section 2.7(d) (Company RSUs)) such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Withholding Tax Ruling and the Options Tax Ruling, if obtained, the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), the Ordinance (in each case subject to the Withholding Tax Ruling and the Options Tax Ruling, if obtained, but subject to the provisions below)Ordinance, or under any provision of applicable state, local, Israeli or foreign Tax Law; Law; provided, however, that with respect to withholding of Israeli Tax, in the event any holder of record of Company Shares Shares, Company Options or Company Options RSUs provides the Payor with a valid withholding certificate issued by the Israel Israeli Tax Authority (the “ITA”) regarding the withholding (or exemption from withholding) of Israeli Tax from the consideration payable in respect thereof in accordance with this ‎Article Article II to Parent’s reasonable satisfaction (the “Valid Certificate”)satisfaction, then the deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if any, from any payment the Merger Consideration, the Option Consideration or RSUs Consideration, as applicable, payable pursuant to this Agreement to such holder of record of Company Shares Shares, Company Options or Company OptionsRSUs, as applicable, shall be made only in accordance with the provisions of such Valid Certificatewithholding certificate. For such purpose each of the Withholding Tax Ruling, so long as the terms of such Withholding Tax Ruling are different from the withholding procedures set forth in Exhibit A, and the Options Tax Ruling, in each case if granted, Ruling will be considered a Valid Certificate valid withholding certificate provided that if the applicable ruling requires the affirmative consent of the relevant holder, such holder consented to join any such applicable ruling. In the event the Withholding Tax Ruling is different from the withholding procedures set forth in Exhibit A or in the event that no Withholding Tax Ruling is obtained prior to Closing, then, notwithstanding anything to the contrary, Payor shall make payments and withhold any applicable Israeli Taxes in accordance only with the withholding procedures set forth in Exhibit A, unless the parties agree otherwise in writing. To the extent amounts are so withheld and paid over to the appropriate Governmental Authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. The Payor shall provide to each person with respect to whom any amounts were deducted and withheld for Taxes pursuant to this ‎Section 2.8, sufficient evidence regarding any such withholding, as promptly as reasonably practicable (but in any event within 10 (ten) Business Days) following such person's request.