Common use of Required Withholding Clause in Contracts

Required Withholding. Each of the Payment Agent, Parent and the Surviving Corporation 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 Common Stock such amounts as may be required to be deducted or withheld therefrom under United States federal or state, local or foreign law. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment AgentThe Company, and on its behalf Parent and the Surviving Corporation Corporation, shall be entitled to deduct and withhold from any cash amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company Common Capital Stock such amounts as may be required to be deducted or withheld therefrom under United States federal the Code or under any provision of state, local or foreign lawtax law or under any other applicable legal requirement. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock such amounts as may be are required to be deducted or withheld therefrom under United States federal the Code or under any provision of state, local or foreign lawtax law or under any other applicable legal requirement. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock Stockholder such amounts as may be are required to be deducted or withheld therefrom under United States federal the Code or under any provision of state, local or foreign lawtax law or under any other applicable legal requirement. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, The Parent and the Surviving Corporation Corporations shall be entitled to deduct and withhold from any cash amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company Targets Common Stock such amounts as may be required to be deducted or withheld therefrom under United States federal the Code or under any provision of state, local or foreign lawtax law or under any other applicable legal requirement. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment AgentParent, any agents appointed by Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock such amounts as may be are required to be deducted or withheld therefrom under United States federal the Code or under any provision of state, local or foreign lawtax law or under any other applicable legal requirement. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, The Parent and the Surviving Corporation Corporations shall be entitled to deduct and withhold from any cash amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company Common Capital Stock such amounts as may be are required to be deducted or withheld therefrom under United States federal the Code or under any provision of state, local or foreign lawtax law or under any other applicable legal requirement. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, The Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company SJN Common Stock such amounts as may be required to be deducted or withheld therefrom under United States federal the Code or under any provision of state, local or foreign lawtax law or under any other applicable legal requirement. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company Common Capital Stock such amounts as may be required to be deducted or withheld therefrom under United States federal the Code or under any provision of state, local or foreign lawtax law or under any other applicable Legal Requirement. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment AgentParent, Parent and Purchaser, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from any cash amounts otherwise payable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock such amounts amount as may be it is required to be deducted deduct and withhold with respect to the making of such payment under the Code or withheld therefrom under United States federal or state, local or foreign lawany applicable Tax Law. To the extent that such amounts are so deducted or withheld, such withheld amounts shall be treated for all purposes under of this Agreement as having been paid to the Person person entitled under this Agreement to whom receive the payment in respect of which such amounts would otherwise have been paiddeduction and withholding was made.

Required Withholding. Each of the Payment Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company Common Capital Stock such amounts as may be required to be deducted or withheld therefrom under United States federal the Code or under any provision of state, local or foreign lawtax law or under any other applicable legal requirement. To the extent that such amounts are so deducted or withheldwithheld are paid to the appropriate Governmental Entity, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company Etherogen Common Stock such amounts as may be required to be deducted or withheld therefrom under United States federal the Code or state, local or foreign tax law. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment AgentCompany Stockholder Representative, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under United States federal the Code or under any provision of state, local or foreign tax law or under any other applicable law. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, The Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company DTC Common Stock such amounts as may be required to be deducted or withheld therefrom under United States federal the Code or under any provision of state, local or foreign lawtax law or under any other applicable legal requirement. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment AgentParent, Parent and the Surviving Corporation and their agents shall be entitled to deduct and withhold from any cash amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock Person such amounts as may be are required to be deducted or withheld therefrom under United States federal the Code or state, local under any Tax Law or foreign lawunder any other applicable Legal Requirement. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock such amounts as may be are required to be deducted or withheld therefrom under United States federal the Code or under any provision of state, local or foreign lawtax law or under any other applicable legal requirement. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company Common Capital Stock such amounts as may be required to be deducted or withheld therefrom under United States federal the Code (as defined in Section 2.10 below) or under any provision of state, local or foreign lawtax law or under any other applicable legal requirement. To the extent that such amounts are so deducted or withheldwithheld are paid to the appropriate Governmental Entity, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment AgentParent, Parent Merger Sub, and the First Surviving Corporation shall be entitled to deduct and withhold from any cash amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock such amounts as may be are required to be deducted or withheld therefrom under United States federal the Code, or under any provision of state, local or foreign lawtax law or under any other applicable Legal Requirement. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person person to whom such amounts would otherwise have been paid.

Required Withholding. Each of Parent, the Payment Agent, Parent Initially Surviving Corporation and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company Common Capital Stock such amounts as may be required to be deducted or withheld therefrom under United States federal the Code or under any provision of state, local or foreign lawtax law or under any other applicable Legal Requirement. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent and the Surviving Corporation Company shall be entitled to deduct and withhold from any cash amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock such amounts as may be are required to be deducted or withheld therefrom under United States federal the Code or state, local under any provision of any Taxes (as defined in paragraph 7.19) or foreign lawunder any other applicable Legal Requirements (as defined in paragraph 30.2(b)). To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company Common Capital Stock such amounts as may be are required to be deducted or withheld therefrom under United States federal or the Internal Revenue Code of 1986, as amended (the “Code”),or under any provision of state, local or foreign lawtax law or under any other applicable legal requirement. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, The Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company PHI Common Stock such amounts as may be required to be deducted or withheld therefrom under United States federal the Code or under any provision of state, local or foreign lawtax law or under any other applicable legal requirement. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, The Parent and the Surviving Corporation Entity shall be entitled to deduct and withhold from any cash amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company Common Capital Stock such amounts as may be are required to be deducted or withheld therefrom under United States federal the Code or under any provision of state, local or foreign lawtax law or under any other applicable legal requirement. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent and the Surviving Corporation Company shall be entitled to deduct and withhold from any cash amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company Outstanding Preferred Stock and Outstanding Common Stock such amounts as may be required to be deducted or withheld therefrom under United States federal or state, local or foreign law. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company Common Aster Stock such amounts as may be required to be deducted or withheld therefrom under United States federal the Code or state, local or foreign tax law. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person person to whom such amounts would otherwise have been paid.