Common use of Share Options Clause in Contracts

Share Options. With respect to the share options (the “Share Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each Share Option purported to be issued under Section 102 of the Israeli Tax Ordinance – (New Version) 1961 qualifies for treatment under that section and for treatment under either the capital gains track or the employment income track, as was indicated with respect to each such Share Option at the date that such Share Option was granted, except as would not reasonably be expected to result in a Material Adverse Effect, (ii) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the Code (as defined below) so qualifies, except as would not reasonably be expected to result in a Material Adverse Effect, (iii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Board (or a duly constituted and authorized committee thereof) and any required shareholder approval, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iv) each such grant was made in accordance with the terms of the Company Share Plans and all other applicable laws and regulatory rules or requirements, and (v) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company included in the Registration Statement, Pricing Disclosure Package and Prospectus.

Share Options. With respect to the share options (the “Share Options”) granted pursuant to the stockshare-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each Share Option purported to be issued under pursuant to Section 102 of the Israeli Income Tax Ordinance – ([New Version] — 1961 (the “Israel Tax Ordinance”) 1961 qualifies for treatment under that section and for treatment under either the capital gains track or the employment income track, as was indicated with respect to each such Share Option at the date that such Share Option was granted, except as would not reasonably be expected to result in a Material Adverse Effect, (ii) each Share Option intended to qualify as an “incentive stock option” under Section 422 Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended (the Code (as defined below) “Code”), so qualifies, except as would not reasonably be expected to result in a Material Adverse Effect, (iii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, action including, as applicable, approval by the Board board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approvalapproval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iv) each such grant was made in accordance with the terms of the Company Share Plans and all other applicable laws and regulatory rules or requirements, and (v) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company included in the Registration Statement, Pricing Disclosure Package and ProspectusCompany.

Share Options. With respect to the share options (the “Share Options”) granted pursuant to the stockshare-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each Share Option purported to be issued under Section 102 of the Israeli Tax Ordinance – (New Version) 1961 qualifies for treatment under that section and for treatment under either the capital gains track or the employment income track, as was indicated with respect to each such Share Option at the date that such Share Option was granted, except as would not reasonably be expected to result in a Material Adverse Effect, (ii) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the Code (as defined below) so qualifies, except as would not reasonably be expected to result in a Material Adverse Effect, (iii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Board (or a duly constituted and authorized committee thereof) and any required shareholder approval, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iv) each such grant was made in accordance with the terms of the Company Share Plans and all other applicable laws and regulatory rules or requirements, and (v) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company included in the Registration Statement, Pricing Disclosure Package and Prospectus.

Share Options. With respect to the share options or other equity awards or rights to acquire Ordinary Shares (together, the “Share Options”) granted pursuant to the stockshare-based compensation plans of the Company and its subsidiaries (each, a “Company Plan” and, together, the “Company Share Plans”), (i) each Share Option purported to be issued under Section 102 of the Israeli Israel Income Tax Ordinance – (New Version) ), 5721-1961 qualifies for treatment under that section and for treatment under either the capital gains track or the employment income track, as was indicated with respect to each such Share Option at the date that such Share share Option was granted, except as would not reasonably be expected to result in a Material Adverse Effect, (ii) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (as defined belowthe “Code”) so qualifies, except as would not reasonably be expected to result in a Material Adverse Effect, (iii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Board board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approvalapproval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iv) each such grant was made in accordance with the terms of the Company Share Plans and all other applicable laws and regulatory rules or requirements, and (v) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company. The Company included in has not knowingly granted, and there is no and has been no policy or practice of the Registration StatementCompany of granting, Pricing Disclosure Package and ProspectusShare Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

Share Options. With respect to the share options or other equity awards or rights to acquire Ordinary Shares (together, the “Share Options”) granted pursuant to the stockshare-based compensation plans of the Company and its subsidiaries (each, a “Company Plan” and, together, the “Company Share Plans”), (i) each Share Option purported to be issued under Section 102 of the Israeli Israel Income Tax Ordinance – (New Version) ), 5721-1961 qualifies for treatment under that section and for treatment under either the “capital gains track track” or the employment “ordinary income track”, as was indicated with respect to each such Share Option at the date that such Share Option was granted, except as would not reasonably be expected to result in a Material Adverse Effect, (ii) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (as defined belowthe “Code”) so qualifies, except as would not reasonably be expected to result in a Material Adverse Effect, (iii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Board board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approvalapproval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iv) each such grant was made in accordance with the terms of the Company Share Plans and all other applicable laws and regulatory rules or requirements, and (v) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company included in the Registration Statement, Pricing Disclosure Package and Prospectus.the

Share Options. With respect to the share options (the “Share Options”) granted pursuant to the stockshare-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each Share Option purported to be issued under pursuant to Section 102 of the Israeli Income Tax Ordinance – ([New Version) ] — 1961 qualifies for treatment under that section and for treatment under either the capital gains track or the employment income track, as was indicated with respect to each such Share Option at the date that such Share Option was granted, except as would not reasonably be expected to result in a Material Adverse Effect, (ii) each Share Option intended to qualify as an “incentive stock option” under Section 422 Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended (the Code (as defined below) “Code”), so qualifies, except as would not reasonably be expected to result in a Material Adverse Effect, (iii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, action including, as applicable, approval by the Board board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approvalapproval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iv) each such grant was made made, recorded and, if applicable, deposited in a timely manner with a trustee, in accordance with the terms of the Company Share Plans and all other applicable laws and regulatory rules or requirementsrequirements and administrative guidelines, and (v) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company included and disclosed in the Registration StatementCompany’s filings with the Commission in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, Pricing Disclosure Package and Prospectusthere is no and has been no policy or practice of the Company of granting, Stock Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.