Payment and Withholding. All payments required to be made by the Company to the Employee shall be made in accordance with the Company’s normal payroll practices and shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine should be withheld pursuant to any applicable law or regulation.
Payment and Withholding. The Company shall be responsible as employer for payment of all cash compensation and severance payments provided herein and Holding shall cause the Company to make such payments. The Executive shall not be entitled to receive any additional compensation from either of the Companies for any services the Executive provides to Holding or the Companies' Subsidiaries. The Company shall be entitled to withhold from any amounts to be paid to the Executive hereunder any federal, state, local, or foreign withholding or other taxes or charges which it is from time to time required to withhold. The Company shall be entitled to rely on an opinion of counsel if any question as to the amount or requirement of any such withholding shall arise.
Payment and Withholding. The Option Price of any Vested Option Shares purchased, and applicable withholding, shall be paid in (i) cash, (ii) shares of Stock, or (iii) a combination of cash and shares of Stock; provided, further, that if the Option Shares are publicly traded on the date the Option is exercised, the Committee may require that all or any portion of the Option Price and the applicable withholding be paid in cash.
Payment and Withholding. All compensation payable hereunder shall be paid by Edelman Business Services, LLC and shall be subject to all applicable tax withholding and similar requirements under applicable law.
Payment and Withholding. The Option Price of any Vested Option Shares purchased, and any withholding required by the Company, shall be paid by the Optionee to the Administrator in cash, or by the delivery of Shares held by Optionee for at least 6 months (which period may, in the sole discretion of the Administrator, be increased to the extent the Administrator deems necessary in order to avoid a charge to the Company's earnings), or both; provided, further, that the minimum amount of required withholding may be paid with Vested Option Shares acquired through the exercise of this Option. To the extent Shares are used in payment of the Option Price, or withholding, or both, the value of such Shares shall be their Fair Market Value on the date of delivery to the Administrator.
Payment and Withholding. The Option Price of any Vested Option Shares purchased shall be paid in cash, by cashier check or personal check.
Payment and Withholding. The Company shall be responsible as employer for payment of all cash compensation and separation payments provided herein. Consistent with prior practices of the Company, the Company shall be entitled to withhold from any amounts to be paid to the Executive hereunder any federal, state, local, or foreign withholding or other taxes or charges which it is from time to time required to withhold as well as any monies owed the Company by the Executive. The Company shall be entitled to rely on an opinion of counsel if any question as to the amount or requirement of any such withholding shall arise.
Payment and Withholding. All sums due and payable by the Guarantor under this Agreement shall be made in full and without setoff or counterclaim and free and clear of and without deduction for or on account of any future or present Tax. If:
(a) the Guarantor is required by law to make any deduction or withholding from any sum payable by the Guarantor to a holder hereunder, or
(b) a holder is required by law to make any payment, on account of any Tax or otherwise on or in relation to any amount received or receivable by such holder hereunder, then the sum payable by the Guarantor in respect of which such deduction, withholding or payment is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction, withholding or payment (and after taking account of any deduction, withholding or payment which is required to be made as a result of the increase), such holder receives and retains a net sum equal to the sum which it would have received and so retained had no such deduction, withholding or payment been made; provided that each holder will comply with any reasonable request of the Guarantor to comply with any form filing or similar reporting requirement to reduce such deduction, withholding or payment within 60 days of the Guarantor providing written notice to the holder of such filing or similar reporting requirement, so long as any required forms and accompanying instructions issued by the relevant taxing authority are provided to the holder along with such written notice. The foregoing notwithstanding, nothing in this Section 1.18 shall (i) restrict the right of any holder to arrange its tax affairs as it shall think fit, (ii) require any holder to disclose any information regarding its tax affairs which, in such holder’s reasonable and good faith judgment, constitutes confidential or proprietary information, or (iii) subject to the paragraph below, require any holder to account for any indirect taxation benefits arising from the deduction, withholding or payment of any Tax. The obligations of the Guarantor and the holders under this Section 1.18 will survive the payment or transfer of any Note and the termination of this Agreement. Each holder agrees that, with reasonable promptness after receiving written notice from the Guarantor to the effect that such holder is eligible for a refund in respect of Taxes actually paid by the Guarantor, such holder will sign and deliver to or as reasonably directed by the Guarantor any Form pro...
Payment and Withholding. (a) At the time of Closing:
(i) if the Seller has received a Withholding Certificate from the IRS reducing the FIRPTA Withholding Amount (as defined below) to zero or the Seller has otherwise paid to Buyer the full amount of any required FIRPTA Withholding Amount, the Buyer shall deliver to the Seller a certificate representing all of the Aggregate Merger Consideration;
(ii) if the Seller has received a Withholding Certificate or other response from the IRS requiring that a FIRPTA Withholding Amount be paid to the IRS and the Seller has not otherwise previously paid to Buyer the full amount of such FIRPTA Withholding Amount, the Seller shall deliver to the Buyer a cashier’s check payable to the IRS in the amount of the FIRPTA Withholding Amount, Buyer shall forthwith transmit to the IRS Forms 8288 and 8288-A together with such cashier’s check by the Buyer for the required FIRPTA Withholding Amount and provide a copy of such forms to the Seller, and the Buyer shall deliver to the Seller a certificate representing all of the Aggregate Merger Consideration; or
(iii) if the Seller has not received a Withholding Certificate of any kind, the IRS has not refused to issue a Withholding Certificate, and Seller has not otherwise paid to Buyer the full amount of any required FIRPTA Withholding Amount, the Buyer shall (i) deliver to the Seller a certificate representing 2,065,027 shares of Buyer Common Stock, being approximately 90% of the Aggregate Merger Consideration, and (ii) deliver to Burnet, Xxxxxxxxx & Xxxxxx LLP, as escrow agent (the “Escrow Agent”), a certificate representing the remaining 229,447 shares of Buyer Common Stock, being approximately 10% of the Aggregate Merger Consideration, to be held in escrow pursuant to the Escrow Agreement (as defined in Section 2.3(d)) as collateral to secure the Seller’s obligations to pay the FIRPTA Withholding Amount, if any (the “FIRPTA Collateral Shares”) in accordance with Section 2.2(d) of this Agreement.
(b) Whenever a dividend or other distribution is declared or made after the date hereof with respect to Buyer Common Stock with a record date after the Effective Time, such declaration shall include a dividend or other distribution in respect of all shares of Buyer Common Stock issuable pursuant to this Agreement (including, without limitation, the FIRPTA Collateral Shares).
(c) On or before the Closing, the Seller will file with the Internal Revenue Service (the “IRS”) an Application for Withholding Certificate f...
Payment and Withholding. The Option Price of any Shares purchased, and any withholding required by the Company, shall be paid by the Optionee to the Company in cash, by cashiers check or, with a personal check.
