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 3.6(b)(i).

Withholding Drop Date has the meaning set forth in Section 2.4(5).

Examples of Withholding Drop Date in a sentence

If such Seller delivers a Valid Tax Certificate to the Paying Agent no later than three (3) Business Days prior to the Withholding Drop Date, then the deduction and withholding of any Israeli Taxes shall be made only in accordance with the provisions of such Valid Tax Certificate and the balance ‎of the payment that is not withheld shall be paid to such Seller.
If a Company Shareholder delivers, no later than five (5) Business Days prior to the Withholding Drop Date a Valid Tax Certificate to Payor, then the deduction and withholding of any Israeli Taxes shall be made only in accordance with the provisions of such Valid Tax Certificate and the balance of the payment that is not withheld shall be paid to such Company Shareholder concurrently therewith subject to any non-Israeli withholding which is applicable to the payment (if any).
If a Payee delivers, no later than five (5) Business Days prior to the Withholding Drop Date, a Valid Tax Certificate to Payor, then the deduction and withholding of any Taxes due under Israeli Law shall be made only in accordance with the provisions of such Valid Tax Certificate and the balance ‎of the payment that is not withheld shall be paid to such Payee subject to any non-Israeli withholding which is applicable to the payment (if any).
Where a Securityholder submits a Qualified Withholding Certificate to the Exchange Agent no later than three (3) Business Days before the Withholding Drop Date, the Exchange Agent shall withhold and timely transfer to the ITA an amount from the Securityholder’s portion of the Merger Consideration as specified in the Qualified Withholding Certificate.
Where a Securityholder submits a Qualified Withholding Certificate to the Israeli Paying Agent no later than three (3) Business Days before the Withholding Drop Date, the Israeli Paying Agent shall deduct and withhold and timely transfer to the ITA, an amount from the Securityholder’s portion of the Aggregate Transaction Consideration and any other amounts, as specified in the Qualified Withholding Certificate (to the extent applicable).
If no later than three Business Day prior to the Withholding Drop Date a Valid Withholding Certificate is delivered to Payor, the Withholding Agent shall act in accordance with the provisions of such Valid Withholding Certificate, subject to any deduction and withholding as may be required to be deducted and withheld under any Applicable Law.
If any such Holder delivers, no later than three Business Days prior to the CVR Withholding Drop Date, a Valid Tax Certificate to Parent and the Rights Agent, then the deduction and withholding of any Israeli Taxes, if any, shall be made only in accordance with the provisions of such Valid Tax Certificate and the balance of the payment that is not withheld shall be paid to such Holder, subject to any non-Israeli withholding which is applicable to the payment (if any).
In the event that no later than five (5) Business Days before the Withholding Drop Date, the Seller submits a Tax Certificate, the Paying Agent shall withhold and transfer to the ITA such amount of withholding due (if at all due) with respect to the Seller as specified in such Tax Certificate, and shall pay to the Seller only the balance of the payment due to that is not so withheld.
If such Liable Securityholder delivers, no later than five (5) Business Days prior to the Withholding Drop Date, a Qualified Withholding Certificate to the Payments Administrator then the deduction and withholding of any Israeli taxes by the Payments Administrator or its agents shall be made only in accordance with the provisions of such Qualified Withholding Certificate calculated based on the Total Consideration (as defined in Acquisition Agreement).
In the event that the Payee fails to provide the Exchange Agent with the full amount necessary to satisfy such Israeli Taxes no later than three Business Days before the Withholding Drop Date, the Exchange Agent shall be entitled to sell the Payee’s retained Class A Ordinary Shares to the extent necessary to satisfy the full amount due with regards to such Israeli Taxes.

More Definitions of Withholding Drop Date

Withholding Drop Date is defined in Section 2.12(b).

Withholding Drop Date. As defined in Section 2.9.2.

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 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇-▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇ (“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;

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)).

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 ▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ (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 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ agrees as follows:

Withholding Drop Date has the meaning given to it in Section 1.3(g)(iii).

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