Israeli Tax Ruling definition

Israeli Tax Ruling has the meaning set forth in Section 6.12.
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Israeli Tax Ruling means a ruling received by the Company from the ITA in customary form and substance which provides, among other things, that: (i) the payments made in respect to Section 000 XXXx and/or Section 102 Shares shall not constitute a violation of Section 102 if deposited with the Section 102 Trustee and released only after the lapse of the “requisite holding period” (as such term is defined in Section 102) or in the event that the Parent assumes Company Stock-Based Awards pursuant to Section 2.11(e), that the tax event shall be deferred to the future sale of equity securities of Parent, and (ii) Merger Sub, the Parent and anyone acting on their behalf shall be exempt from withholding tax in relation to any payments made to the Section 102 Trustee or anyone on their behalf with respect to payments for Section 102 RSUs, Section 102 Shares and Section 3(i) RSUs.
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Israeli Tax Ruling means a ruling or rulings obtained from the ITA, which may be subject to conditions stipulated by the ITA, confirming:
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Examples of Israeli Tax Ruling in a sentence

  • Any Equity Consideration Amount issued in consideration for 102 Shares shall be issued as a share award under the Parent Equity Plan pursuant to the provisions of Section 102(b)(2) and Section 102(b)(3) of the ITO and deposited with the 102 Trustee all in accordance with and subject to obtaining the 102 Israeli Tax Ruling or the Interim 102 Israeli Tax Ruling.

  • The Earn-Out Consideration paid to holders of 102 Company Option and/or 102 Shares shall be issued as a share award under the Parent Equity Plan pursuant to the provisions of Section 102(b)(2) and Section 102(b)(3) of the ITO and deposited with the 102 Trustee all in accordance with and subject to obtaining the 102 Israeli Tax Ruling or the Interim 102 Israeli Tax Ruling.

  • Closing Consideration Stock issued in exchange for 102 Company Options and 102 Shares shall be issued to the 102 Trustee under the Parent's Equity Plan which was or will be filed for approval under the trustee capital gains route of Section 102 of the ITO following Closing, all subject to the 102 Israeli Tax Ruling or the Interim 102 Israeli Tax Ruling.

  • Subject to the terms and conditions hereof, the Company shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable legal requirements to obtain the Israeli Interim Tax Ruling and at a later stage the Israeli Tax Ruling as promptly as practicable.

  • The Company shall instruct its Israeli counsel, advisors and/or accountants to prepare and file with the ITA prior to the Closing, an application for the Israeli Interim Tax Ruling, and following Closing, an application for the Israeli Tax Ruling.

  • The final text of the application for the Israeli Interim Tax Ruling and the Israeli Tax Ruling, and the final texts of the Israeli Interim Tax Ruling and the Israeli Tax Ruling themselves, including appendices thereof, shall be subject to the prior written confirmation of the Parent, not to be unreasonably withheld or delayed.

  • Each of the Company, Merger Sub and the Parent shall cause their respective legal counsel, advisors and accountants to coordinate all activities, and to cooperate with each other, with respect to the 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 Interim Tax Ruling and at a later stage the Israeli Tax Ruling.

  • To the extent the Israeli Interim Tax Ruling is obtained, all references herein to the Israeli Tax Ruling shall be deemed to refer to the Israeli Interim Tax Ruling, until such time that a final definitive Israeli Tax Ruling is obtained.

  • Notwithstanding anything to the contrary herein, to the extent that the Escrow Agent is not certain as to the compliance of any proposed action with the Israeli Tax Ruling (including the Relevant Provisions), it may take such action upon the prior written confirmation of the Shareholders and OTI.

  • Notwithstanding anything to the contrary in this Agreement, any consideration payable for 102 Company Securities shall be deposited with the 102 Trustee to be held and released in accordance with the provisions of Section 102 of the Ordinance, the Israeli Tax Ruling or any other approval that may be issued by the ITA.


More Definitions of Israeli Tax Ruling

Israeli Tax Ruling means the tax ruling issued by the Israeli Tax Authority on February 2, 2015 (Application No. 20149027), as supplemented by (i) the Clarification of Taxation Decision issued by the Israeli Tax Authority on March 20, 2015 (Reference: 20150357) and (ii) the e-mail dated April 14, 2014 from Xxxxx Xxxxx, manager of the M&A department in the Israeli Tax Authority.
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Israeli Tax Ruling has the meaning set forth in the preamble to this Agreement.
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Related to Israeli Tax Ruling

  • Tax Ruling as used in this Agreement, shall mean a written ruling of a taxing authority relating to Taxes. "Closing Agreement", as used in this Agreement, shall mean a written and legally binding agreement with a taxing authority relating to Taxes.

  • IRS Ruling shall have the meaning set forth in the Recitals.

  • council tax benefit means council tax benefit under Part 7 of the SSCBA; “couple” has the meaning given by paragraph 4;

  • Israeli Companies Law means the Israeli Companies Law, 5759-1999, as amended, and the regulations promulgated thereunder.

  • Tax Ordinance means the Israeli Income Tax Ordinance [New Version], 1961, as amended.

  • Income Tax Act means the Income Tax Act (Canada), as amended from time to time;

  • tax treaty means an agreement for the avoidance of double taxation entered into between South Africa and another country;

  • Income Tax Return means any Tax Return relating to Income Taxes.

  • Australian Tax Act means the Income Tax Assessment Act 1936 (Cth) (Australia) or the Income Tax Assessment Act 1997 (Cth) (Australia), as applicable.

  • Excise Tax Act means the Excise Tax Act (Canada);

  • Tax roll means a permanent record of the taxes charged on property, as extended

  • U.S. Tax Code means the United States Internal Revenue Code of 1986, as amended.

  • Intended Tax Treatment has the meaning set forth in the Recitals.

  • ITA means the Income Tax Act (Canada).

  • Israeli Securities Law means the Israeli Securities Law, 5728-1968, as amended, and the regulations promulgated thereunder.

  • Tax Opinions/Rulings means (i) any Ruling and (ii) any opinion of a Tax Advisor relating to the Transactions, including those issued on the Distribution Date or to allow a party to take actions otherwise prohibited under Section 4.03(a) of this Agreement.

  • Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

  • Non-Income Tax Return means any Tax Return relating to Taxes other than Income Taxes.

  • Income Tax means any federal, state, local, or foreign income tax, including any interest, penalty, or addition thereto, whether disputed or not.

  • Foreign Income Tax means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession, which is an income tax as defined in Treasury Regulation Section 1.901-2, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Tax Treatment [One or more elections will be made to treat the assets of the Trust Fund as a REMIC.] [The Trust Fund will be treated as a "grantor trust" for federal income tax purposes.]

  • Qualifying tax rate means the applicable tax rate for the taxable year for the which the taxpayer paid income tax to a municipal corporation with respect to any portion of the total amount of compensation the payment of which is deferred pursuant to a nonqualified deferred compensation plan. If different tax rates applied for different taxable years, then the “qualifying tax rate” is a weighted average of those different tax rates. The weighted average shall be based upon the tax paid to the municipal corporation each year with respect to the nonqualified deferred compensation plan.

  • Income Tax Returns means all Tax Returns relating to Income Taxes.

  • Transaction Tax Deductions means, to the extent Tax deductible for Income Tax purposes, all compensation attributable to payments by a Company or Company Subsidiary on or prior to the Closing Date, including employee transaction-related bonuses, change of control payments, and severance payments, resulting from or related to the consummation of the Contemplated Transactions that are charged to Sellers as part of the Transaction Expenses.

  • Tax Law means the law of any governmental entity or political subdivision thereof relating to any Tax.