Instructions to Trustee. Each of the Shareholders and the Purchaser on his or its own behalf, hereby instruct the Trustee to act as follows: 5.1. Each of the Shareholders and the Purchaser hereby appoint the Trustee as a Trustee for such party in connection to the trust services as specified in this Agreement and accordance to any law, including the provisions of the Trust Law, 1979 and the Tax Ruling. 5.2. Subject to the provisions of this Agreement, in the event that any of the Shareholders shall wish to sell or transfer any of his or its Allocated Shares, such Shareholder may at any time, instruct the Trustee to sell or to transfer such Allocated Shares and to transfer the net proceeds or the Allocated Shares to the Shareholders’ specific bank account, by providing specific instructions in writing to the Trustee detailing such instructions.. For greater certainty, subject to the provisions of Sections 4.3 and 5.6, each of Shareholders (as applicable) shall at all times maintain control and direction over its Allocated Shares. 5.3. Subject to the provisions of this Agreement, in the event that the Purchaser shall wish to sell or transfer any of the Transferred Shares, the Purchaser may at any time, instruct the Trustee to sell or to transfer such Transferred Shares and to transfer the net proceeds or the Transferred Shares to the Purchaser’s specific bank account, by providing specific instructions in writing to the Trustee detailing such instructions. For greater certainty, subject to the provisions of Section 5.6, the Purchaser shall at all times maintain control and direction over the Transferred Shares. 5.4. For the avoidances of doubt, the Allocated Shares shall be held by the Trustee for the benefit of the Shareholders in accordance with the allocations set forth in Exhibit A and the Transferred Shares shall be held for the benefit of the Purchaser. 5.5. Each of the Shareholders and the Purchaser understands and acknowledges that they are familiar with the provisions of the section 103K of the Israeli Tax Income Ordinance, the regulations from its power and the 103K Tax Ruling. Under section 103K provisions, the Shareholders and the Purchaser understand and acknowledge the 2 years lock-up period from the Closing date of the Transaction ( March 24, 2021), subject to the easements set in section 103K (“The Lock-Up Period”). 5.6. The Shareholders understand and acknowledge that if they fail to do so, they are obliged to transfer tax liability as calculated by the trustee within 7 days following the written request from the trustee, and if such payment is not carried out, the trustee is allowed to sell Allocated Shares in order to satisfy such tax liability. 5.7. The Shareholders and the Purchaser (as applicable) shall bear any tax obligation, fees or any payment that may apply on him in connection to this Agreement, including for transferring the Allocated Shares or the Transferred Shares, dividend distributions and in accordance with applicable law. 5.8. The Trustee shall notify the Shareholders and the Purchaser (as applicable) within a reasonable time with any notice and/or claim received in connection with the execution of this Agreement including with the Trustee's acting as the registry owner of the Allocated Shares or the Transferred Shares. 5.9. The Shareholders and the Purchaser hereby undertake to indemnify the Trustee in respect of any damage, expense or loss of any kind that Trustee may incur as a result of, or in consequence of performance of its duties under this Agreement, including the registration of the Allocated Shares and the Transferred Shares by the name of the Trustee. 5.10. Trustee shall not be responsible for any damage, expense or loss of any kind which may occur to the Shareholders or the Purchaser in the event that Trustee acted or omitted to act in a reasonable manner, without negligence or willful misconduct, and in good faith.
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Sources: Trust Agreement
Instructions to Trustee. Each of the Shareholders and the Purchaser on his or its own behalf, hereby instruct the Trustee to act as follows:
5.1. Each of the Shareholders and the Purchaser hereby appoint the Trustee as a Trustee for such party in connection to the trust services as specified in this Agreement and accordance to any law, including the provisions of the Trust Law, 1979 and the Tax Ruling.
5.2. Subject to the provisions of this Agreement, in the event that any of the Shareholders shall wish to sell or transfer any of his or its Allocated Shares, such Shareholder may at any time, instruct the Trustee to sell or to transfer such Allocated Shares and to transfer the net proceeds or the Allocated Shares to the Shareholders’ specific bank account, by providing specific instructions in writing to the Trustee detailing such instructions.. For greater certainty, subject to the provisions of Sections 4.3 and 5.6, each of Shareholders (as applicable) shall at all times maintain control and direction over its Allocated Shares.
5.3. Subject to the provisions of this Agreement, in the event that the Purchaser shall wish to sell or transfer any of the Transferred Shares, the Purchaser may at any time, instruct the Trustee to sell or to transfer such Transferred Shares and to transfer the net proceeds or the Transferred Shares to the Purchaser’s specific bank account, by providing specific instructions in writing to the Trustee detailing such instructions. For greater certainty, subject to the provisions of Section 5.6, the Purchaser shall at all times maintain control and direction over the Transferred Shares.
5.4. For the avoidances of doubt, the Allocated Shares shall be held by the Trustee for the benefit of the Shareholders in accordance with the allocations set forth in Exhibit A and the Transferred Shares shall be held for the benefit of the Purchaser.
5.5. Each of the Shareholders and the Purchaser understands and acknowledges that they are familiar with the provisions of the section 103K of the Israeli Tax Income Ordinance, the regulations from its power and the 103K Tax Ruling. Under section 103K provisions, the Shareholders and the Purchaser understand and acknowledge the 2 years lock-up period from the Closing date of the Transaction ( March 24, 2021), subject to the easements set in section 103K (“The Lock-Up Period”).
5.6. The Shareholders understand and acknowledge that if they fail to do so, they are obliged to transfer tax liability as calculated by the trustee within 7 days following the written request from the trustee, and if such payment is not carried out, the trustee is allowed to sell Allocated Shares in order to satisfy such tax liability.
5.7. The Shareholders and the Purchaser (as applicable) shall bear any tax obligation, fees or any payment that may apply on him in connection to this Agreement, including for transferring the Allocated Shares or the Transferred Shares, dividend distributions and in accordance with applicable law.
5.8. The Trustee shall notify the Shareholders and the Purchaser (as applicable) within a reasonable time with any notice and/or claim received in connection with the execution of this Agreement including with the Trustee's ’s acting as the registry owner of the Allocated Shares or the Transferred Shares.
5.9. The Shareholders and the Purchaser hereby undertake to indemnify the Trustee in respect of any damage, expense or loss of any kind that Trustee may incur as a result of, or in consequence of performance of its duties under this Agreement, including the registration of the Allocated Shares and the Transferred Shares by the name of the Trustee.
5.10. Trustee shall not be responsible for any damage, expense or loss of any kind which may occur to the Shareholders or the Purchaser in the event that Trustee acted or omitted to act in a reasonable manner, without negligence or willful misconduct, and in good faith.
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