Common use of Share Options Clause in Contracts

Share Options. With respect to the share options and RSUs (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), except as would not reasonably be expected to result in a Material Adverse Effect, (i) each Share Option intended to qualify as an “incentive share option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies, (ii) 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 of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the requisite majority, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Share Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Global Select Market (the “Nasdaq Market”) and any other exchange on which Company securities are traded, and including, where applicable, the compensation policy of the Company for directors and officers, (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws and (v) each Share Option purported to be issued under Section 102 of the 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 Option was granted. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share 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 and RSUs (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), except as would not reasonably be expected expected, individually or in the aggregate, to result in have a Material Adverse Effect, (i) each Share Option intended to qualify as an “incentive share option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies, (ii) 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 of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the requisite majoritynecessary number of votes or written consents, and, to the Company’s knowledge (other than with respect to due execution and delivery by the Company), the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iiiii) each such grant was made in accordance with the terms of the Company Share Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Global Select Market (the “Nasdaq MarketExchange”) and any other exchange on which Company securities are traded, and including, where applicable, the compensation policy of the Company for directors and officers, (iviii) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws and (v) each Share Option purported to be issued under Section 102 of the 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 Option was grantedlaws. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share 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. 1 For purposes of this Agreement, the term “non-assessable,” which has no recognized meaning under English law, means that under the Companies Xxx 0000, the articles of association of the Company and any resolution taken under the articles of association of the Company approving the issuance of the Shares, no holder of such Shares is liable, solely because of such holder’s status as a holder of such Shares, to pay any additional amounts to the Company or its creditors.

Share Options. With respect to the share options and RSUs (the “Share Options”) granted pursuant to the share-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, (iii) each Share Option intended to qualify as an “incentive share stock option” under Section 422 of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) so qualifies, except as would not reasonably be expected to result in a Material Adverse Effect, (iiiii) 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 of directors of the Company Board (or a duly constituted and authorized committee thereof) and any required shareholder approval by the requisite majorityapproval, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iiiiv) each such grant was made in accordance with the terms of the Company Share Plans, the Exchange Act Plans and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Global Select Market and (the “Nasdaq Market”) and any other exchange on which Company securities are traded, and including, where applicable, the compensation policy of the Company for directors and officers, (ivv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed included in the Company’s filings with the Commission in accordance with the Exchange Act Registration Statement, Pricing Disclosure Package and all other applicable laws and (v) each Share Option purported to be issued under Section 102 of the 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 Option was granted. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share 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 prospectsProspectus.

Share Options. With respect to the share options and RSUs or other equity awards or rights to acquire Ordinary Shares (together, the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (each, a “Company Plan” and, together, the “Company Share Plans”), except (i) each Share Option purported to be issued under Section 102 of the 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 would not reasonably be expected was indicated with respect to result in a Material Adverse Effecteach such Share Option at the date that such share Option was granted, (iii) each Share Option intended to qualify as an “incentive share stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies, (iiiii) 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 of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the requisite majoritynecessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iiiiv) each such grant was made in accordance with the terms of the Company Share Plans, the Exchange Act Plans and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Global Select Market and (the “Nasdaq Market”) and any other exchange on which Company securities are traded, and including, where applicable, the compensation policy of the Company for directors and officers, (ivv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws and (v) each Share Option purported to be issued under Section 102 of the 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 Option was granted. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share 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 and RSUs (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), except (i) each Share Option purported to be issued pursuant to Section 102 of the Income Tax Ordinance [New Version] — 1961 (the “Israel Tax Ordinance”) qualifies for treatment under that section and for treatment under either the capital gains track or the employment income track, as would not reasonably be expected was indicated with respect to result in a Material Adverse Effecteach such Share Option at the date that such Share Option was granted, (iii) each Share Option intended to qualify as an “incentive share stock option” under Section 422 of the Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended (the “Code”) ), so qualifies, (iiiii) 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 of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the requisite majoritynecessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iiiiv) each such grant was made in accordance with the terms of the Company Share Plans, the Exchange Act Plans and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Global Select Market and (the “Nasdaq Market”) and any other exchange on which Company securities are traded, and including, where applicable, the compensation policy of the Company for directors and officers, (ivv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws and (v) each Share Option purported to be issued under Section 102 of the 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 Option was granted. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share 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 and RSUs (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), except (i) each Share Option purported to be issued pursuant to Section 102 of the 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 would not reasonably be expected was indicated with respect to result in a Material Adverse Effecteach such Share Option at the date that such Share Option was granted, (iii) each Share Option intended to qualify as an “incentive share stock option” under Section 422 of the Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended (the “Code”) ), so qualifies, (iiiii) 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 of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the requisite majoritynecessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iiiiv) 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, the Exchange Act Plans and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Global Select Market (the “Nasdaq Market”) requirements and any other exchange on which Company securities are tradedadministrative guidelines, and including, where applicable, the compensation policy of the Company for directors and officers, (ivv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws and (v) each Share Option purported to be issued under Section 102 of the 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 Option was grantedlaws. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share 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.

Share Options. With respect to the share options and RSUs (the “Share Options”) granted pursuant to the sharestock-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, (iii) each Share Option intended to qualify as an “incentive share stock option” under Section 422 of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) so qualifies, except as would not reasonably be expected to result in a Material Adverse Effect, (iiiii) 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 of directors of the Company Board (or a duly constituted and authorized committee thereof) and any required shareholder approval by the requisite majorityapproval, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iiiiv) each such grant was made in accordance with the terms of the Company Share Plans, the Exchange Act Plans and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Global Select Market and (the “Nasdaq Market”) and any other exchange on which Company securities are traded, and including, where applicable, the compensation policy of the Company for directors and officers, (ivv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed included in the Company’s filings with the Commission in accordance with the Exchange Act Registration Statement, Pricing Disclosure Package and all other applicable laws and (v) each Share Option purported to be issued under Section 102 of the 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 Option was granted. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share 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 prospectsProspectus.