Option Tax Ruling definition

Option Tax Ruling means a ruling from the Israeli Tax Authority determining that the exchange of Airspan 102 Shares for New Beginnings Common Stock and Post-Combination Company Warrants and the exchange of Airspan 102 Options for Exchanged Option does not constitute a taxable event and that tax continuity will apply to the New Beginnings Common Stock and Exchanged Options and that no tax withholding will be due upon Closing with respect to the Airspan 102 Shares and Airspan 102 Options.

Option Tax Ruling. As defined in Section 2.5.1.

Option Tax Ruling means a ruling from the ITA confirming that: (i) New DK and any Person acting on its behalf shall be exempt from Israeli withholding tax in respect of any payment or other consideration delivered pursuant to this Agreement in relation to any SBT Options held by Israeli Optionees, including in respect of the SBT Cash Consideration and the DK Options; (ii) that the assumption of the Rolled-Over SBT Options and their conversion into New DK Options (Exchanged SBT Options) will not trigger an Israeli taxable event and that the tax route which will apply to the DK Options held by Israeli Optionees shall be the capital gain route under Section 102 of the ITO; and (iii) that any payment of a portion of the Escrow Amount or the Adjustment and Expense Fund to Israeli Optionees shall be taxed only upon the actual payment by the Escrow Agent or Paying Agent, as applicable, to the 102 Trustee or the applicable SBT Optionee (which ruling may be subject to customary conditions regularly associated with such a ruling and which may include additional issues that are raised by the ITA in light of the factual background of the ruling request).

Examples of Option Tax Ruling in a sentence

• To the extent that prior to the Closing an Interim Option Tax Ruling shall have been obtained, then all references herein to the Option Tax Ruling shall be deemed to refer to such Interim Option Tax Ruling, until such time that a final definitive Option Tax Ruling is obtained.

• The final text of the Interim Option Tax Ruling, the Option Tax Ruling and the Withholding Tax Ruling shall be subject to the prior written confirmation of Parent or its counsel, which consent shall not be unreasonably withheld, conditioned or delayed.

• The 102 Amounts shall be held in trust by the 102 Trustee pursuant to the applicable provisions of Section 102 of the Ordinance and the Option Tax Ruling, if obtained, and shall be released by the 102 Trustee, together with any interest earned thereon by virtue of the investment of such amounts by the 102 Trustee, in accordance with the terms and conditions of Section 102 of the Ordinance and the Option Tax Ruling, if obtained.

• In the event that neither the Israeli Option Tax Ruling nor the Interim Option Ruling has been received by the fifteenth (15th) calendar day of the month following the month during which the payments become due and payable, Parent, Paying Agent, the Trustee or the Surviving Company may make such payments and withhold any applicable Israeli Taxes in accordance with applicable Law.

• 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 Israeli Option Tax Ruling, as promptly as practicable.

More Definitions of Option Tax Ruling

Option Tax Ruling means a ruling confirming that the treatment of the Company 102 Options in accordance with Section 5.6 and exchange of the Company 102 Shares in accordance with Section 1.8 shall not be regarded as a taxable event nor as a violation of the “requisite holding period” (as such term is defined in Section 102 of the Ordinance) and that such holding period shall continue uninterrupted (which ruling may be subject to customary conditions regularly associated with such a ruling).

Option Tax Ruling means a ruling from the ITA confirming that: (i) New DK and any Person acting on its behalf shall be exempt from Israeli withholding tax in respect of any payment or other consideration delivered pursuant to this Agreement in relation to any SBT Options held by Israeli Optionees, including in respect of the SBT Cash Consideration and the DK Options;

Option Tax Ruling shall have the meaning set forth in Section 7.13.

Option Tax Ruling shall have the meaning set forth in Section 5.22(a).

Option Tax Ruling. A tax ruling obtained by from the ITA confirming that: (i) the Purchaser and anyone acting on its behalf, including the Paying Agent, shall be exempt from withholding Tax in relation of any payment or consideration transferred to the Paying Agent or 102 Trustee in relation to Section 102 Company Options, Section 3(i) Company Options and Section 102 Shares; (ii) the deposit with the 102 Trustee of the payment for Section 102 Company Options and payments for Section 102 Shares which is subject to the statutory holding period under Section 102 will not constitute a violation of the requirements of Section 102, provided that such amounts are deposited with the 102 Trustee for the remainder of the duration of the statutory holding period; (iii) the amount payable with respect to Section 102 Company Options and Section 102 Shares shall not be subject to Tax until actually received by the stockholder, which ruling may be subject to customary conditions regularly associated with such ruling.

Option Tax Ruling means a validly issued certificate or ruling from the ITA, in form and substance reasonably acceptable to Parent, confirming that Parent and anyone acting on its behalf (including Direct Parent, Merger Sub and the Paying Agent) shall be exempt from Israeli withholding tax in relation to any payments with respect to Israeli Company Options made pursuant to this Agreement to the Israeli Company Options Trustee or anyone on its behalf.

Option Tax Ruling. 1.1(e)(vi)(1)