Common use of Conditions to Obligations of Each Party to Effect the Share Exchange Clause in Contracts

Conditions to Obligations of Each Party to Effect the Share Exchange. The respective obligations of each party hereto to consummate the transactions contemplated hereby shall be subject to Buyer or the Company having timely obtained (i) the Israeli Section 102 Interim Tax Ruling or the Israeli 102 Tax Ruling and (ii) the 104(h) Tax Ruling, a 104(h) interim tax ruling confirming amongst others that Buyer shall be exempt from Israeli withholding Tax in relation to any payments made in Buyer Common Stock with respect to an Electing Holder (the “104(h) Interim Tax Ruling”), or a different interim confirmation approval or ruling from the ITA according to which the exchange of shares under this Agreement shall not trigger a withholding obligation on Buyer or anyone on its behalf, and each of the parties shall have signed any acknowledgement and lock-up undertaking required by any such ruling at or prior to the Closing.