Withholding Drop Date definition

Withholding Drop Date has the meaning set forth in Section 1.10(b).
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Withholding Drop Date shall have the meaning set forth in Section 3.8(b).
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Withholding Drop Date has the meaning set forth in Section 2.4(5).
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Examples of Withholding Drop Date in a sentence

  • If a Securityholder delivers, no later than three Business Days prior to the Withholding Drop Date a Withholding Certificate to the Paying Agent, then the deduction and withholding of any Israeli taxes shall be made only in accordance with the provisions of such Withholding Certificate and the balance of the payment that is not withheld shall be paid to such Securityholder within 5 Business Days as of receipt by the Paying Agent of such Withholding Certificate.


More Definitions of Withholding Drop Date

Withholding Drop Date is defined in Section 2.14(b).
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Withholding Drop Date. As defined in Section 2.9.2.
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Withholding Drop Date has the meaning set forth in Section 1.8(c)(i). “Working Capital Shortfall Amount” means the positive amount, if any, by which the Working Capital Target Amount exceeds the Closing Working Capital Amount; provided that if the Working Capital Shortfall Amount but for this proviso would be greater than $0 but less than or equal to $200,000, the Working Capital Shortfall Amount shall be deemed to be $0. “Working Capital Surplus Amount” means the positive amount, if any, by which the Closing Working Capital Amount exceeds the Working Capital Target Amount; provided that if the Working Capital Surplus Amount but for this proviso would be greater than $0 but less than or equal to $200,000, the Working Capital Surplus Amount shall be deemed to be $0. “Working Capital Target Amount” means negative six million eight hundred thousand (($6,800,000)).
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Withholding Drop Date shall have the meaning set forth in Section 4.7 This joinder (this “Joinder”) is executed by the undersigned (“Holder”) pursuant to the terms of that certain Share Purchase Option Agreement by and among Holisto Ltd., an Israeli private limited liability company, registered number 515341535 with its principal office at 0 Xxxxxx Xxx, Xxxxxx Xxxxxx, Xxxxxx (the “Company”), trivago N.V., a company organized under the laws of the Netherlands (“Purchaser”), the Executing Shareholders and the Securityholders’ Representative (each as defined therein) dated July 30, 2024 (the “Option Agreement”). By the execution of this Xxxxxxx, Xxxxxx agrees as follows:
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Withholding Drop Date shall have the meaning set forth in Section 1.7(f). To: The National Technological Innovation Authority (“Innovation Authority”) Relating to projects that have been financed by or are currently being financed by the Innovation Authority (or have been financed by the Office of the Chief Scientist of the Ministry of Economy and Industry - hereinafter referred to as the “OCS”) project title 24956, OCS file number 4500 and to projects of the Company (as this term is defined below) that may be financed by the Innovation Authority in the future (the “Projects”). We, the undersigned, of Advaxis, Inc. a company incorporated, organized and existing under the laws of Delaware and whose registered office is at 9 Xxxx Xxxx Xxxxx, Xxxxx X-0 Xxxxxxxx Xxxxxxxx, XX 00000, XXX (“Advaxis”), have entered into an Agreement and Plan of Merger and Reorganization dated as of July 4, 2021 with Biosight Ltd. (the “Company”) and Advaxis Ltd., an Israeli company and a wholly-owned subsidiary of Advaxis. Recognizing that the Company’s research and development or technological innovation Projects are currently, have been or will be financially supported by the Innovation Authority or the OCS under and subject to the provisions of The Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984 (the “Innovation Law”) and the applicable regulations, rules, procedures and benefit plans; Recognizing that the Innovation Law places strict constraints on the transfer of know-how and/or production rights, making all such transfers subject to the absolute discretion of the Innovation Authority’s research committee (the “Research Committee”), acting in accordance with the aims of the Innovation Law and requiring that any such transfer receive the prior written approval of the Research Committee;
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Withholding Drop Date shall have the meaning set forth in Section 3.6(b)(i). ARTICLE II
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Related to Withholding Drop Date

  • Withholding Agent means the Borrower and the Administrative Agent.

  • Tax Withholdings means tax, social insurance and social security liability or premium obligations in connection with the awards under the Plan, including without limitation: (a) all federal, state, and local income, employment and any other taxes (including the Participant’s U.S. Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company Group, (b) the Participant’s and, to the extent required by the Company Group, the fringe benefit tax liability of the Company Group associated with an award under the Plan, and (c) any other taxes or social insurance or social security liabilities or premium the responsibility for which the Participant has, or has agreed to bear, with respect to such award under the Plan.

  • FATCA Withholding Tax means any required withholding or deduction of tax pursuant to FATCA.

  • Withholding Certificate means a Form W-9; a Form W-8BEN; a Form W-8ECI; a Form W-8IMY and the related statements and certifications as required under § 1.1441-1(e)(2) and/or (3) of the Regulations; a statement described in § 1.871-14(c)(2)(v) of the Regulations; or any other certificates under the Internal Revenue Code or Regulations that certify or establish the status of a payee or beneficial owner as a U.S. or foreign person. Each Lender, assignee or participant required to deliver to the Borrower and the Agent a Withholding Certificate pursuant to the preceding sentence shall deliver such valid Withholding Certificate as follows: (A) each Lender which is a party hereto on the Closing Date shall deliver such valid Withholding Certificate at least five (5) Business Days prior to the first date on which any interest or fees are payable by the Borrower hereunder for the account of such Lender; (B) each assignee or participant shall deliver such valid Withholding Certificate at least five (5) Business Days before the effective date of such assignment or participation (unless the Agent in its sole discretion shall permit such assignee or participant to deliver such valid Withholding Certificate less than five (5) Business Days before such date in which case it shall be due on the date specified by the Agent). Each Lender, assignee or participant which so delivers a valid Withholding Certificate further undertakes to deliver to each of the Borrower and the Agent two (2) additional copies of such Withholding Certificate (or a successor form) on or before the date that such Withholding Certificate expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent Withholding Certificate so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent. Notwithstanding the submission of a Withholding Certificate claiming a reduced rate of or exemption from U.S. withholding tax, the Agent shall be entitled to withhold United States federal income taxes at the full 30% withholding rate if in its reasonable judgment it is required to do so under the due diligence requirements imposed upon a withholding agent under § 1.1441-7(b) of the Regulations. Further, the Agent is indemnified under § 1.1461-1(e) of the Regulations against any claims and demands of any Lender or assignee or participant of a Lender for the amount of any tax it deducts and withholds in accordance with regulations under § 1441 of the Internal Revenue Code.

  • Vesting Date has the meaning set forth in Section 3.10(c)(ii).

  • AHYDO Catch-Up Payment means any payment on any Indebtedness that would be necessary to avoid such Indebtedness being characterized as an “applicable high yield discount obligation” under Section 163(i) of the Code.

  • Change in Tax Law means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.