Common use of Tax Ruling Clause in Contracts

Tax Ruling. (a) As soon as reasonably practicable after the date of this Agreement, the Company shall instruct its Israeli counsel, advisors and/or accountants to prepare and file with the ITA an application or applications for a ruling or rulings (which shall be confirmed by Xxxxxxxx prior to its submission, such confirmation not to be unreasonably withheld, conditioned or delayed) to determine the Tax implications of the Transactions on the holders of Shares (A) (i) exempting the applicable Payor from any obligation to withhold Israeli Tax from any consideration payable or otherwise deliverable pursuant to this Agreement, including the Merger Consideration, or clarifying that no such obligation exists, or (ii) instructing such Payor how such withholding is to be executed, and in particular, with respect to the classes or categories of holders of Shares from which Tax is to be withheld (if any), the rate or rates of withholding to be applied, (B) permitting to defer any applicable Israeli Tax with respect to the Stock Consideration that such holders of Shares will receive pursuant to this Agreement until the sale, transfer or other conveyance for cash of such Share Consideration by the holders of Shares or such other date set forth in Section 104H of the Ordinance, and (C) (x) confirming that the treatment of the Company RSU and any Share allocated pursuant thereto in accordance with Section 2.06 shall not be regarded as a violation of Section 102 of the Ordinance so long as the Merger Consideration for the Company RSU is deposited with the Company Trustee until the end of the respective holding period (which ruling may be subject to customary conditions regularly associated with such a ruling); and (y) exempt Payor from any obligation to withhold Israeli Tax from any Merger Consideration payable or otherwise deliverable pursuant to this Agreement, or clarifies that no such obligation exists, or instructs Payor on how such withholding is to be executed, with respect to Company RSU and any Share allocated pursuant thereto from which Tax is to be withheld (if any), and the rate or rates of withholding to be applied (collectively the “Israeli Tax Ruling”).

Tax Ruling. (a) As soon as reasonably practicable after Prior to the date execution of this Agreement, the Company shall instruct its Israeli counselfile, advisors and/or accountants to prepare and file or shall have filed, with the ITA Israel Tax Authority in full coordination with the Parent and Parent’s Israeli counsel (including, Parent shall have or shall have had an opportunity to review any such documents prior to their being filed with the Israel Tax Authority and shall provide all reasonable cooperation to the Company in relation thereto), in a form acceptable to Parent, an application or applications for a tax ruling or rulings (which shall be confirmed by Xxxxxxxx prior to its submissionthat provides, such confirmation not to be unreasonably withheldin effect, conditioned or delayed) to determine the Tax implications of the Transactions on the holders of Shares (A) inter alia, that: (i) exempting the applicable Payor from any obligation treatment of 102 Options subject to withhold the provisions of Section 102(b)(2) or Section 102(c) of the Israeli Tax from any consideration payable or otherwise deliverable pursuant to this AgreementOrdinance that are Closing Options, including the Merger Consideration, or clarifying treatment of 102 Options that no such obligation exists, or (ii) instructing such Payor how such withholding is to be executedare Unvested Options, and in particularthe delivery to the 102 Trustee, with respect to 102 Shares held by the classes or categories 102 Trustee, of holders of Shares from which Tax is to be withheld (if any)consideration, the rate or rates of withholding to be applied, (B) permitting to defer any applicable Israeli Tax with respect in each case prior to the Stock Consideration that such holders of Shares will receive pursuant to this Agreement until the sale, transfer or other conveyance for cash of such Share Consideration by the holders of Shares or such other date set forth in Section 104H lapse of the Ordinance102 Trust Period, and (C) (x) confirming that the treatment will not be treated as a breach of the Company RSU and any Share allocated pursuant thereto in accordance with Section 2.06 shall not be regarded as a violation provisions of Section 102 of the Ordinance so long as Israeli Tax Ordinance, provided that the Merger Consideration applicable consideration paid to holders of (A) 102 Options or (B) 102 Shares is deposited for the Company RSU is deposited duration of the 102 Trust Period, if applicable, with the Company 102 Trustee until the end and that such consideration shall be considered under Section 102 of the respective holding period Israeli Tax Ordinance to be income subject to the “capital gains route,” except for 102 Options without trustee and 102 Options which have been granted within 90 days prior to the date of this Agreement; (which ruling may ii) Parent and anyone acting on its behalf, including the Paying and Exchange Agent, shall be exempt from withholding Tax in relation to any payments or consideration transferred to the 102 Trustee in relation to 102 Shares or 102 Options subject to Section 102(b)(2) or Section 102(c) of the Israeli Tax 77 Ordinance; and (iii) the Escrow Fund distributions in respect of 102 Shares subject to Section 102(b)(2) and Options subject to Section 102(b)(2) or Section 102(c) of the Israeli Tax Ordinance shall not be subject to customary conditions regularly associated with such a ruling); and (y) exempt Payor from any obligation to withhold Israeli Tax from any Merger Consideration payable or otherwise deliverable pursuant to this Agreementuntil actually received by the applicable securityholder (together with the Interim Options Tax Ruling, or clarifies that no such obligation exists, or instructs Payor on how such withholding is to be executed, with respect to Company RSU and any Share allocated pursuant thereto from which Tax is to be withheld (if any), and the rate or rates of withholding to be applied (collectively the “Israeli 102 Tax Ruling”). Prior to the execution of this Agreement, the Company shall file, or shall have filed, with the Israel Tax Authority in full coordination with the Parent and Parent’s Israeli counsel (including, Parent shall have or shall have had an opportunity to review any such documents prior to their being filed with the Israel Tax Authority and shall provide all reasonable cooperation to the Company in relation thereto), in a form acceptable to Parent, an application for a tax ruling that the assumption and transfer of all severance/pension/management funds of the Israeli Subsidiary to a subsidiary of the Parent will not result in a tax event (the “Israeli Funds Ruling”).

Tax Ruling. (a) As soon as reasonably practicable after Following the date of this Agreement, and no later than fifteen (15) days after the date hereof (unless the Company and Parent mutually agree otherwise), the Company shall instruct its Israeli counsel, advisors and/or accountants to prepare and file with the ITA an application or applications for a ruling or rulings (which shall be confirmed by Xxxxxxxx Parent prior to its submission, such confirmation not to be unreasonably withheld, conditioned or delayed) to determine the Tax implications of the Transactions on the holders of Shares (A) confirming that (i) exempting the applicable Payor from any obligation to withhold Israeli Tax from any consideration payable or otherwise deliverable pursuant to this Agreement, including the Merger Consideration, or clarifying that no such obligation exists, or (ii) instructing such Payor how such withholding is to be executed, and in particular, with respect to the classes or categories of holders of Shares from which Tax is to be withheld (if any), the rate or rates of withholding to be applied, (B) permitting to defer any applicable Israeli Tax with respect to the Stock Consideration that such holders of Shares will receive pursuant to this Agreement until the sale, transfer or other conveyance for cash of such Share Consideration by the holders of Shares or such other date set forth in Section 104H of the Ordinance, and (C) (x) confirming that the treatment conversion of the Company RSU and any Share allocated pursuant thereto 102 Options in accordance with Section 2.06 1.7(c) and the Company 000 XXXx in accordance with Section 1.7(d) shall not be regarded as a violation of the "requisite holding period" (as such term is defined in Section 102 of the Ordinance Ordinance) so long as the respective Option Consideration, RSUs Consideration and the Merger Consideration for the Company RSU is are deposited with the Company 102 Trustee until the end of the respective holding period and (ii) the deposit of the respective Option Consideration, RSUs Consideration and Merger Consideration with the Paying Agent and the 102 Trustee shall not be subject to any withholding obligation (which ruling may be subject to customary conditions regularly associated with such a ruling) (the "Options Tax Ruling"); . The Company shall include in the request for the Options Tax Ruling a request to exempt Parent, the Surviving Company, the Paying Agent and (y) exempt Payor their respective agents from any withholding obligation with respect to withhold Israeli Tax from any the transfer of the 102 Amounts and the Merger Consideration payable in respect of Company 102 Securities to the 102 Trustee. If the Options Tax Ruling is not granted prior to the Closing or otherwise deliverable pursuant in accordance with the instructions of the ITA, the Company shall seek to this Agreementobtain prior to the Closing an interim Tax ruling confirming, or clarifies among other things, that no such obligation exists, or instructs Payor Parent and any Person acting on how such its behalf (including the Paying Agent) shall be exempt from Israeli withholding is Tax in relation to be executed, any payments made with respect to any Company RSU and any Share allocated pursuant thereto from which Tax is Options or Company Ordinary Shares (whether or not subject to be withheld Section 102 of the Ordinance) to the, Paying Agent, the 102 Trustee or the Company in connection with the Merger (if any), and the rate or rates of withholding to be applied (collectively the “Israeli "Interim Options Tax Ruling”"). To the extent that prior to the Closing an Interim Options Tax Ruling shall have been obtained, then all references herein to the Options Tax Ruling shall be deemed to refer to such Interim Options Tax Ruling, until such time that a final definitive Options Tax Ruling is obtained.

Tax Ruling. (a) As soon as reasonably practicable after the date of this AgreementAgreement Date, the Company shall instruct its Israeli counselcounsels, advisors and/or accountants to prepare and file with the ITA an application or applications for a ruling or rulings (which shall be confirmed approved by Xxxxxxxx Parent prior to its submission, such confirmation not to be unreasonably withheld, conditioned or delayed) to determine the Tax implications of the Transactions on the holders of Shares (A) (i) exempting the applicable Payor from any obligation to withhold Israeli Tax from any consideration payable or otherwise deliverable pursuant to this Agreement, including the Merger Consideration, or clarifying that no such obligation exists, or (ii) instructing such Payor how such withholding is to be executed, and in particular, with respect to the classes or categories of holders of Shares from which Tax is to be withheld (if any), the rate or rates of withholding to be applied, (B) permitting to defer any applicable Israeli Tax with respect to the Stock Consideration that such holders of Shares will receive pursuant to this Agreement until the sale, transfer or other conveyance for cash of such Share Consideration by the holders of Shares or such other date set forth in Section 104H of the Ordinance, and (C) (x) confirming that (a) the treatment of cancellation of, and the Company RSU and any Share allocated pursuant thereto consideration paid with respect to, the Section 102 Securities in accordance with Section 2.06 shall 2.8 will not be regarded as result in a violation of the requirements under Section 102 of the Ordinance so long ITO or in the requirement for any immediate Israeli Tax payment (or withholding by Parent or the Surviving Company), and that the statutory holding period applied with respect to Section 102 Securities will not recommence as a result of the Merger Consideration for Merger; (b) the Company RSU is deposited with the Company Trustee until the end deposit of the respective holding period consideration with the Section 102 Trustee shall not be subject to any withholding obligation; and (c) provide withholding guidelines to the Section 102 Trustee, including with respect to relocating employees (if any) (which ruling may be subject to customary conditions regularly associated with such a ruling); and ) (y) exempt Payor from any obligation to withhold Israeli Tax from any Merger Consideration payable or otherwise deliverable pursuant to this Agreement, or clarifies that no such obligation exists, or instructs Payor on how such withholding is to be executed, with respect to Company RSU and any Share allocated pursuant thereto from which Tax is to be withheld (if any), and the rate or rates of withholding to be applied (collectively the “Israeli Section 102 Tax Ruling”). The Company shall include in the request for the Section 102 Tax Ruling request to exempt Parent, the Surviving Company and their respective agents from any withholding obligation in relation to any payments made with respect to any Section 102 Securities. If the Section 102 Tax Ruling is not granted prior to the Closing the Company shall seek to obtain prior to the Closing an interim tax ruling confirming, among other things, that Parent, the Surviving Company and any Person acting on their behalf shall be exempt from Israeli withholding Tax in relation to any payments made under this Agreement with respect to any Section 102 Securities and Section 3(i) Options to the Section 102 Trustee (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Interim Section 102 Tax Ruling”). To the extent that an Interim Section 102 Tax Ruling, rather than an Section 102 Tax Ruling, shall have been obtained prior to the Closing, then all references in this Agreement to the Section 102 Tax Ruling shall be deemed to refer to such Interim Section 102 Tax Ruling, until such time that a final definitive Section 102 Tax Ruling is obtained. The Company shall use all efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Section 102 Tax Ruling as promptly as practicable; provided that if neither the Section 102 Tax Ruling nor the Interim Section 102 Tax Ruling is obtained for any reason whatsoever by the Closing Date, the Closing shall not be delayed or postponed.

Tax Ruling. (a) As soon as reasonably practicable after Prior to the date execution of this Agreement, the Company shall instruct its Israeli counselfile, advisors and/or accountants to prepare and file or shall have filed, with the ITA Israel Tax Authority in full coordination with the Parent and Parent’s Israeli counsel (and Parent shall have had an opportunity to review any such documents prior to their being filed with the Israel Tax Authority and shall have provided all reasonable cooperation to the Company in relation thereto), in a form acceptable to Parent, an application or applications for a ruling or rulings (which shall be confirmed by Xxxxxxxx prior to its submissionthat provides, such confirmation not to be unreasonably withheldin effect, conditioned or delayed) to determine the Tax implications of the Transactions on the holders of Shares inter alia, (A) (i) exempting that the applicable Payor from any obligation treatment of Company 102 Options that are Vested Company Options as contemplated by Section 2.2 and the delivery to withhold Israeli Tax from any consideration payable or otherwise deliverable pursuant to this Agreement, including the Merger Consideration, or clarifying that no such obligation exists, or (ii) instructing such Payor how such withholding is to be executed, and in particular102 Trustee, with respect to Company 102 Securities held by the classes or categories 102 Trustee, of holders of Shares from which Tax is to be withheld (if any)consideration as described in Section 2.2, the rate or rates of withholding to be applied, (B) permitting to defer any applicable Israeli Tax with respect in each case prior to the Stock Consideration that such holders of Shares will receive pursuant to this Agreement until the sale, transfer or other conveyance for cash of such Share Consideration by the holders of Shares or such other date set forth in Section 104H lapse of the Ordinance102 Trust Period, and (C) (x) confirming that the treatment will not be treated as a breach of the Company RSU and any Share allocated pursuant thereto in accordance with Section 2.06 shall not be regarded as a violation provisions of Section 102 of the Israel Tax Ordinance, provided that the applicable consideration paid to holders of Company 102 Securities is deposited for at least the duration of the 102 Trust Period with the 102 Trustee and that such consideration shall be considered under Section 102 of the Israel Tax Ordinance so long as to be income subject to the Merger “capital gains route”; (B) Buyer and anyone acting on its behalf, including the Paying Agent, shall be exempt from withholding Tax in relation to any payments or consideration transferred to the 102 Trustee in relation to Company 102 Securities; (C) that the Escrow Fund distributions in respect of Company 102 Securities and Company 3(i) Options shall not be subject to Israel Tax until actually received by the applicable Securityholder; and (D) that the Total Consideration for paid by Parent or Buyer to the Paying Agent, the Escrow Agent and the 102 Trustee shall not be subject to Israel Tax withholding (the “Israeli 102 Tax Ruling”). The Company shall use its Reasonable Best Efforts to have each Israeli holder of Company Options (whether Vested Company Options or Unvested Company Options, which are subject to the provisions of Section 8.21(b)) execute and deliver to the Company RSU (A) their acknowledgement of receipt of copies of all securities filings under the Israel Securities Authorities Exemption; (B) their agreement to the Israeli 102 Tax Ruling; and (C) their acknowledgement of being informed of the risks involved in shares of a publicly traded company, all in form and substance reasonably satisfactory to Parent. If the Israeli 102 Tax Ruling is deposited with not granted prior to the Closing, the Company shall seek to receive prior to the Closing an interim tax ruling confirming, among others things, that Parent and Buyer and anyone acting on their behalves (including the Paying Agent and the Escrow Agent) shall be exempt from Israeli withholding Tax in relation to any payments made with respect to Company 102 Securities and Company 3(i) Options by the 102 Trustee until or the end of the respective holding period Company (which ruling may be subject to customary conditions regularly associated with such a ruling); and ) (y) exempt Payor from any obligation to withhold Israeli Tax from any Merger Consideration payable or otherwise deliverable pursuant to this Agreement, or clarifies that no such obligation exists, or instructs Payor on how such withholding is to be executed, with respect to Company RSU and any Share allocated pursuant thereto from which Tax is to be withheld (if any), and the rate or rates of withholding to be applied (collectively the “Israeli Interim Options Tax Ruling”). To the extent the Interim Options Tax Ruling is obtained, all references herein to the Israeli 102 Tax Ruling shall be deemed to refer to such interim ruling, until such time that a final definitive Israeli 102 Tax Ruling is obtained. The parties will cause their respective Israeli counsel, advisors and accountants to coordinate and cooperate and provide all information required with respect to the Company’s preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli 102 Tax Ruling or the Interim Options Tax Ruling, as applicable. Subject to the terms and conditions hereof, the Company shall use Reasonable Best Efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to obtain the Interim Options Tax Ruling EXECUTION VERSION and the Israeli 102 Tax Ruling as promptly as practicable; provided, however, that if none of such rulings is obtained for any reason whatsoever by the Closing Date, the Closing shall not be delayed or postponed. For the avoidance of doubt, the language in and provisions of the Israeli 102 Tax Ruling and, if applicable, the Interim Options Tax Ruling shall be subject to the prior written approval of Parent and Buyer or their counsel, which consent shall not unreasonably be withheld, conditioned or delayed. Should Parent’s and Buyer’s counsel not attend any meeting or discussion with the Israel Tax Authority, the counsel of Company shall provide Parent and Buyer and their counsel with an update of such meeting or discussion within two (2) Business Days of such meeting or discussion.

Tax Ruling. (a) As soon as reasonably practicable after Prior to the date execution of this Agreement, the Company shall instruct its Israeli counselfile, advisors and/or accountants to prepare and file or shall have filed, with the ITA Israeli Tax Authority in full coordination with the Parent and Parent’s Israeli counsel (and Parent shall have had an opportunity to review any such documents prior to their being filed with the Israeli Tax Authority and), in a form reasonably acceptable to Parent, an application or applications for a ruling or rulings (which shall be confirmed by Xxxxxxxx prior to its submissionthat provides, such confirmation not to be unreasonably withheldin effect, conditioned or delayed) to determine the Tax implications of the Transactions on the holders of Shares inter alia, (A) (ithat the treatment of Company 102 Options subject to the provisions of Section 102(b)(2) exempting of the applicable Payor from any obligation Israel Tax Ordinance that are vested Company Options and the delivery to withhold Israeli Tax from any consideration payable or otherwise deliverable pursuant to this Agreement, including the Merger Consideration, or clarifying that no such obligation exists, or (ii) instructing such Payor how such withholding is to be executed, and in particular102 Trustee, with respect to Company 102 Shares held by the classes or categories 102 Trustee, of holders of Shares from which Tax is to be withheld (if any)consideration as described in Section 1.2, the rate or rates of withholding to be applied, (B) permitting to defer any applicable Israeli Tax with respect in each case prior to the Stock Consideration that such holders of Shares will receive pursuant to this Agreement until the sale, transfer or other conveyance for cash of such Share Consideration by the holders of Shares or such other date set forth in Section 104H lapse of the Ordinance102 Trust Period, and (C) (x) confirming that the treatment will not be treated as a breach of the Company RSU and any Share allocated pursuant thereto in accordance with Section 2.06 shall not be regarded as a violation provisions of Section 102 of the Ordinance so long as Israel Tax Ordinance, provided that the Merger Consideration applicable consideration paid to holders of (i) Company 102 Options or (ii) Company 102 Shares is deposited for the Company RSU is deposited duration of the 102 Trust Period with the Company 102 Trustee until the end and that such consideration shall be considered under Section 102 of the respective holding period Israel Tax Ordinance to be income subject to the “capital gains route”; (B) Parent and anyone acting on its behalf, including the Paying Agent, shall be exempt from withholding Taxes in relation to any payments or consideration transferred to the 102 Trustee in relation to Company 102 Shares or Company 102 Options subject to Section 102(b)(2) of the Israel Tax Ordinance; (C) that the Escrow Fund distributions in respect of Company 102 Shares subject to Section 102(b)(2) and Company Options subject to Section 102(b)(2) or 3(i) of the Israel Tax Ordinance shall not be subject to Israeli tax until actually received by the applicable Equityholder (the “Israeli 102 Tax Ruling”); and (D) that the portion of the Purchase Price paid by Buyer to the Paying Agent, the Escrow Agent and the 102 Trustee shall not be subject to Israeli tax withholding. If the Israeli 102 Tax Ruling is not granted prior to the Closing, the Company shall seek to receive prior to the Closing an interim tax ruling confirming, among others things, that Buyer and anyone acting on its behalves (including the Paying Agent and the Escrow Agent) shall be exempt from Israeli tax withholding in relation to any payments made with respect to Company 102 Shares subject to Section 102(b)(2) and Company Options subject to Section 102(b)(2) or 3(i) of the Israel Tax Ordinance by the 102 Trustee (which ruling may be subject to customary conditions regularly associated with such a ruling); and ) (y) exempt Payor from any obligation to withhold Israeli Tax from any Merger Consideration payable or otherwise deliverable pursuant to this Agreement, or clarifies that no such obligation exists, or instructs Payor on how such withholding is to be executed, with respect to Company RSU and any Share allocated pursuant thereto from which Tax is to be withheld (if any), and the rate or rates of withholding to be applied (collectively the “Israeli Interim Options Tax Ruling”).. The parties will cause their respective Israeli counsel, advisors and accountants to coordinate and cooperate and provide all information required with respect to the Company’s preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli 102 Tax Ruling or the Interim Options Tax Ruling, as applicable. Subject to the terms and conditions hereof, the Company shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to obtain the Interim Options

Tax Ruling. (a) As soon as reasonably practicable after The Israeli legal counsel or accountants of the date of this AgreementCompany, the Company shall instruct its Israeli counsel, advisors and/or accountants to prepare and file in coordination with the Israeli legal counsel of Parent, shall use commercially reasonable efforts to approach the ITA with an application or applications for a ruling or rulings (which shall be confirmed by Xxxxxxxx prior to its submission, such confirmation not to be unreasonably withheld, conditioned or delayed) to determine the Tax implications of the Transactions on the holders of Shares (A) a ruling (the “Options Tax Ruling”) in relation to the tax treatment of Section 102 Securities and Section 3(i) Securities within the scope of this Agreement to confirm, among other items, that (i) exempting Parent and anyone acting on its behalf (including the applicable Payor from any obligation Payment Agent) shall not be required to withhold Israeli Tax from Taxes in relation to any consideration payable or otherwise deliverable to holders of Section 102 Securities and Section 3(i) Securities where such consideration is transferred to the Section 102 Trustee to be held and distributed by the 102 Trustee pursuant to this Agreement, including the Merger Consideration, or clarifying that no such obligation exists, or terms of the Options Tax Ruling; and (ii) instructing such Payor how such withholding is to be executed, the purchase of Section 102 Shares and the payment in particular, with respect to the classes or categories of holders of Shares from which Tax is to be withheld (if any), the rate or rates of withholding to be applied, (B) permitting to defer any applicable Israeli Tax with respect to the Stock Consideration that such holders of Shares will receive pursuant to this Agreement until the sale, transfer or other conveyance for cash of such Share Consideration by the holders of Shares or such other date set forth in certain Section 104H of the Ordinance, and (C) (x) confirming that the treatment of the Company RSU and any Share allocated pursuant thereto in accordance with Section 2.06 102 Securities hereunder shall not be regarded as a violation of the “requisite holding period” (as such term is defined in Section 102 of the Ordinance 102) so long as the Merger Consideration for the Company RSU cash payable is deposited with the Company Section 102 Trustee at least until the end of the respective holding period period, and include additional terms as are customary to include in such rulings; and (B) if the Options Tax Ruling is not granted prior to the Closing, an interim tax ruling confirming among other things that Parent and anyone acting on its behalf (including the Payment Agent) shall be exempt from Israeli withholding Tax in relation to any payments made with respect to Section 102 Securities and Section 3(i) Securities to the Section 102 Trustee where such consideration is transferred to the Section 102 Trustee, to be held and distributed by the Section 102 Trustee, pursuant to the terms of the Options Tax Ruling (which ruling may be subject to customary conditions regularly associated with such a ruling); and ) (y) exempt Payor from any obligation to withhold Israeli Tax from any Merger Consideration payable or otherwise deliverable pursuant to this Agreement, or clarifies that no such obligation exists, or instructs Payor on how such withholding is to be executed, with respect to Company RSU and any Share allocated pursuant thereto from which Tax is to be withheld (if any), and the rate or rates of withholding to be applied (collectively the “Israeli Interim Options Tax Ruling”). Each of Parent and the Company shall, and shall cause its respective legal counsel, advisors and accountants to, coordinate and cooperate with each other with respect to the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Options Tax Ruling or the Interim Options Tax Ruling, as applicable. Subject to the terms and conditions hereof, the Company shall use commercially reasonable efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Interim Options Tax Ruling and the Options Tax Ruling; provided that if none of such rulings is obtained for any reason whatsoever by the Closing Date, the Closing shall not be delayed or postponed. The language of the Options Tax Ruling and, if applicable, the Interim Options Tax Ruling shall be subject to the prior written approval of Parent or its Israeli counsel (which approval shall not be unreasonably withheld, delayed or conditioned). Should Parent’s counsel not attend any meeting with the ITA, the counsel of Company shall provide Parent and/or its counsel with an update of such meeting or discussion reasonably promptly following such meeting or discussion. The Company’s failure to comply with this Section 6.20 will not be taken into account for purposes of determining whether any conditions set forth in Article VII to consummate the Mergers have been satisfied.

Tax Ruling. (a) As soon as reasonably practicable after following to the date execution of this Agreement, the Company shall instruct its Israeli counselfile, advisors and/or accountants to prepare and file or shall have filed, with the ITA in full coordination with Buyer and Buyer’s Israeli counsel (and Buyer shall have had an application opportunity to review, comment on and approve any such applications or applications for a ruling or rulings (which shall be confirmed by Xxxxxxxx other documents prior to its submissiontheir being filed with the ITA, such confirmation which approval should not to be unreasonably withheld, conditioned or delayed) , and shall have provided all reasonable cooperation to determine the Tax implications of the Transactions on the holders of Shares Company in relation thereto), an application for a ruling that provides, in effect, inter alia, (A) (ithat the treatment of Company 102 Options subject to the provisions of Section 102(b)(2) exempting of the applicable Payor from any obligation Israel Tax Ordinance that are Vested Company Options as contemplated by Section 2.2 and the delivery to withhold Israeli Tax from any consideration payable or otherwise deliverable pursuant to this Agreement, including the Merger Consideration, or clarifying that no such obligation exists, or (ii) instructing such Payor how such withholding is to be executed, and in particular102 Trustee, with respect to Company 102 Shares held by the classes or categories 102 Trustee, of holders of Shares from which Tax is to be withheld (if any)consideration as described in Section 2.2, the rate or rates of withholding to be applied, (B) permitting to defer any applicable Israeli Tax with respect in each case prior to the Stock Consideration that such holders of Shares will receive pursuant to this Agreement until the sale, transfer or other conveyance for cash of such Share Consideration by the holders of Shares or such other date set forth in Section 104H lapse of the Ordinance102 Trust Period, and (C) (x) confirming that the treatment will not be treated as a breach of the Company RSU and any Share allocated pursuant thereto in accordance with Section 2.06 shall not be regarded as a violation provisions of Section 102 of the Ordinance so long as Israel Tax Ordinance, provided that the Merger Consideration applicable consideration paid to holders of (i) Company 102 Options or (ii) Company 102 Shares is deposited for the Company RSU is deposited duration of the 102 Trust Period with the Company 102 Trustee until the end and that such consideration shall be considered under Section 102 of the respective holding period Israel Tax Ordinance to be income subject to the “capital gains route”; (which ruling may B) Buyer and anyone acting on its behalf, including the Paying Agent, the Escrow Agent and the Representative, shall be exempt from withholding Tax in relation to any payments or consideration transferred to the 102 Trustee in relation to Company 102 Shares or Company Options subject to Section 102(b)(2) or 3(i) of the Israel Tax Ordinance; and (C) that the Escrow Fund and the Representative Expense Fund distributions in respect of Company 102 Shares and Company Options subject to Section 102(b)(2) or 3(i) of the Israel Tax Ordinance shall not be subject to customary conditions regularly associated with such a ruling); and (y) exempt Payor from any obligation to withhold Israeli Tax from any Merger Consideration payable or otherwise deliverable pursuant to this Agreement, or clarifies that no such obligation exists, or instructs Payor on how such withholding is to be executed, with respect to Company RSU and any Share allocated pursuant thereto from which Tax is to be withheld until actually received by the applicable Securityholder (if any), and the rate or rates of withholding to be applied (collectively the “Israeli 102 Tax Ruling”). The Company shall use its reasonable best efforts to have each Israeli holder of Options (whether Vested Options or Unvested Options) execute and deliver to the Company their agreement to the Israeli 102 Tax Ruling. If the Israeli 102 Tax Ruling is not granted prior to the Closing, the Company shall seek to receive prior to the Closing an interim tax ruling confirming, among others things, that the Total Consideration paid by Buyer to the Paying Agent, the Escrow Agent and the 102 Trustee shall not be subject to Israeli Tax withholding until actually received by the holder of Company 102 Securities and Company 3(i) Options (the “Interim Options Tax Ruling”). The parties (other than the Representative) will cause their respective Israeli counsel, advisors and accountants to coordinate and cooperate and provide all information required with respect to the Company’s preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli 102 Tax Ruling or the Interim Options Tax Ruling, as applicable. Subject to the terms and conditions hereof, the Company shall use reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to obtain the Interim Options Tax Ruling and the Israeli 102 Tax Ruling as promptly as practicable; provided, however, that if none of such rulings is obtained for any reason whatsoever by the Closing Date, the Closing shall not be delayed or postponed. For the avoidance of doubt, the language in and provisions of the applicable, the Israeli 102 Tax Ruling and, if applicable, the Interim Options Tax Ruling shall be subject to the prior written approval of Buyer or its counsel and such approval shall not be unreasonably withheld, conditioned or delayed. Should Buyer’s counsel not attend any meeting or discussion with the ITA, the counsel of Company shall provide the Israeli counsel of Buyer with an update of such meeting or discussion within five (5) Business Days of such meeting or discussion.