Required Withholding. Each of the Payment Agent, Parent, the Company and the Surviving Corporation will be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any holder or former holder of shares of Company Capital Stock or Company Equity Awards, such amounts as are required to be deducted or withheld therefrom pursuant to any Tax laws. To the extent that such amounts are so deducted or withheld and paid over to the appropriate Governmental Authority, such amounts will be treated for all purposes of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.
Appears in 2 contracts
Samples: Merger Agreement (Vista Equity Partners Fund Viii, L.P.), Merger Agreement (Duck Creek Technologies, Inc.)
Required Withholding. Each of the Payment Agent, ParentLKQ, the Company Parent and the Surviving Corporation will shall be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any holder or former holder of shares of Company Capital Stock or Shares, Company Equity Awards, Options and Company Restricted Shares such amounts as are required to be deducted or withheld therefrom pursuant to any under applicable Tax lawsLaws. To the extent that such amounts are so deducted or deducted, withheld and paid over remitted to the appropriate applicable Governmental Authority, such amounts will shall be treated for all purposes of under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.
Appears in 2 contracts
Samples: Merger Agreement (LKQ Corp), Merger Agreement (Coast Distribution System Inc)
Required Withholding. Each of the Payment Agent, Parent, the Company Parent and the Surviving Corporation will shall be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any holder or former holder of shares of Company Capital Shares, Company Options and Company Restricted Stock or Company Equity Awards, Units such amounts as are required to be deducted or withheld therefrom pursuant to any under applicable Tax lawsLaws. To the extent that such amounts are so deducted or deducted, withheld and paid over remitted to the appropriate applicable Governmental Authority, such amounts will shall be treated for all purposes of under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.
Appears in 2 contracts
Samples: Merger Agreement (Graftech International LTD), Merger Agreement (Vitacost.com, Inc.)
Required Withholding. Each of the Payment Agent, Parent, the Company Parent and the Surviving Corporation will shall be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any holder or former holder of shares of Company Capital Common Stock, Company Options and Company Restricted Stock or Company Equity Awards, Units such amounts as are required to be deducted or withheld therefrom pursuant to any under applicable Tax lawsLaws. To the extent that such amounts are so deducted or deducted, withheld and paid over remitted to the appropriate applicable Governmental Authority, such amounts will shall be treated for all purposes of under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.
Appears in 2 contracts
Samples: Merger Agreement (Mattson Technology Inc), Merger Agreement (E2open Inc)
Required Withholding. Each Notwithstanding anything herein to the contrary, each of the Payment Agent, Parent, the Company and Company, the Surviving Corporation Corporation, and their Affiliates will be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any holder or former holder of shares of Company Capital Stock Shares or Company Equity Awards, or any other applicable Person, such amounts as are required to be deducted or withheld therefrom pursuant to any Tax laws. To the extent that such amounts are so deducted or withheld and paid over to the appropriate Governmental Authoritywithheld, such amounts will be treated for all purposes of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.
Appears in 2 contracts
Samples: Merger Agreement (New Relic, Inc.), Merger Agreement (Cloudera, Inc.)
Required Withholding. Each of the Payment Agent, Parent, the Company Parent and the Surviving Corporation will shall be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any holder or former holder of shares of Company Capital Common Stock or and Company Equity Awards, Options such amounts as are may be required to be deducted or withheld therefrom pursuant to any therefrom, including under U.S. federal or state, local or non-U.S. Tax laws. To the extent that such amounts are so deducted or withheld and paid over to the appropriate Governmental Authoritytaxing authority or other Person, such amounts will shall be treated for all purposes of under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.
Appears in 1 contract
Samples: Merger Agreement (Proginet Corp)
Required Withholding. Each of the Payment Agent, Parent, the Company and the Surviving Corporation will be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any holder or former holder of shares of Company Capital Common Stock, Company Restricted Stock, Company Restricted Stock Units or Company Equity Awards, Options or any other Person such amounts as are required to be deducted or withheld therefrom pursuant to any Tax lawsLaw. To the extent that such amounts are so deducted or withheld and paid over to the appropriate Governmental Authoritywithheld, such amounts will be treated for all purposes of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.
Appears in 1 contract
Samples: Merger Agreement (Natus Medical Inc)
Required Withholding. Each of the Payment Agent, Parent, the Company Investor and the Surviving Corporation will shall be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any holder or former holder of shares of Company Capital Common Stock, Company Options and Company Restricted Stock or Company Equity Awards, Units such amounts as are required to be deducted or withheld therefrom pursuant to any under applicable Tax lawsLaws. To the extent that such amounts are so deducted or deducted, withheld and paid over remitted to the appropriate applicable Governmental Authority, such amounts will shall be treated for all purposes of under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.
Appears in 1 contract
Required Withholding. Each of the Payment Agent, Parent, the Company and the Surviving Corporation will be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any holder or former holder of shares of Company Capital Common Stock, Company Restricted Stock Units or Company Equity Awards, Options such amounts as are required to be deducted or withheld therefrom pursuant to any Tax lawsLaws. To the extent that such amounts are so deducted or withheld and paid over to the appropriate Governmental Authority, such amounts will be treated for all purposes of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.
Appears in 1 contract
Samples: Merger Agreement (Blue Nile Inc)
Required Withholding. Each of the Payment Agent, Parent, the Company and the Surviving Corporation will be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any holder or former holder of shares of Company Capital Stock Common Stock, Company RSUs or Company Equity Awards, Options such amounts as are required to be deducted or withheld therefrom pursuant to any Tax lawsLaws. To the extent that such amounts are so deducted or withheld and paid over to the appropriate Governmental Authority, such amounts will be treated for all purposes of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.
Appears in 1 contract
Samples: Merger Agreement (Rover Group, Inc.)