Common use of Required Withholding Clause in Contracts

Required Withholding. Each of the Payment Agent, Merger Sub, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement such amounts as are required to be deducted or withheld therefrom under applicable Law. To the extent that such amounts are so deducted or withheld and properly remitted to the appropriate Governmental Authority in accordance with applicable Law, 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 Paying Agent, Parent, Merger Sub, Parent Sub 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 Common Stock such amounts as are may be required to be deducted or withheld therefrom under applicable LawUnited States federal or state, local or foreign law. To the extent that such amounts are so deducted or withheld and properly remitted to the appropriate Governmental Authority in accordance with applicable Lawwithheld, 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, Merger Sub, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement such amounts as are may be required to be deducted or withheld therefrom under applicable U.S. federal, state, local or non-U.S. Tax Law. To the extent that such amounts are so deducted or withheld and properly remitted paid over to the appropriate Governmental Authority in accordance with applicable LawAuthority, 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, Merger Sub, Parent and the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from any amounts consideration otherwise payable pursuant to under this Agreement such amounts as are may be required to be deducted or withheld therefrom under the Internal Revenue Code of 1986 (the “Code”), or any applicable state, local or foreign Tax Law. To the extent that such any amounts are so deducted or and withheld and properly remitted paid to the appropriate Governmental Authority in accordance with applicable Lawtaxing authorities, such those amounts shall be treated for all purposes under this Agreement as having been paid to the Person to in respect of whom such amounts would otherwise have been paiddeduction or withholding was made for all purposes under this Agreement.

Required Withholding. Each of the Payment AgentParent, Merger Sub, Parent and the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from any amounts consideration otherwise payable pursuant to under this Agreement such amounts as they are required to be deducted deduct or withheld withhold therefrom under the Code, or any applicable state, local or foreign Tax Law. To the extent that such any amounts are so deducted or and withheld and properly remitted paid to the appropriate Governmental Authority in accordance with applicable Lawtaxing authorities, such those amounts shall be treated for all purposes under this Agreement as having been paid to the Person to in respect of whom such amounts would otherwise have been paiddeduction or withholding was made for all purposes under this Agreement.

Required Withholding. Each of the Payment Agent, Merger Sub, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement such amounts as are may be required to be deducted or withheld therefrom under applicable LawU.S. federal or state, local or non-U.S. law. To the extent that such amounts are so deducted or withheld and properly remitted to the appropriate Governmental Authority in accordance with applicable Lawwithheld, 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, Merger Sub, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement such amounts as are may be required to be deducted or withheld therefrom under applicable LawU.S. federal or state, local or non-U.S. law. To the extent that such amounts are so deducted or withheld and properly remitted to the appropriate applicable Governmental Authority in accordance with applicable LawAuthority, 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, Merger SubParent, Parent Acquisition Sub and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement such amounts as are required to be deducted or withheld therefrom under applicable Law. To the extent that such amounts are so deducted or deducted, withheld and properly remitted to the appropriate applicable Governmental Authority in accordance with applicable LawAuthority, 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, Merger Sub, Parent and the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement payment made hereunder such amounts amount as are is required by Law to be deducted or and withheld therefrom under applicable Lawin respect of Taxes. To the extent that such amounts are Any amount so deducted or and withheld and properly remitted shall be paid to the appropriate Governmental Authority in accordance with applicable Lawtaxing authority and, such amounts to the extent it is so paid, shall be treated for all purposes under of this Agreement as having been paid to the Person to whom in respect of which such amounts would otherwise have been paiddeduction and withholding was made.

Required Withholding. Each of the Payment Exchange Agent, Merger Sub, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any amounts consideration payable or otherwise deliverable pursuant to this Agreement to any Person such amounts as are may be required to be deducted or withheld therefrom under applicable Law. To the extent that such amounts are so deducted or withheld and properly timely remitted to the appropriate Governmental Authority in accordance with applicable LawAuthority, 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, Merger Sub, Parent Sub and the Surviving Corporation shall be entitled to deduct and withhold from any amounts the consideration otherwise payable pursuant to this Agreement to any Person such amounts as are may be required to be deducted or withheld therefrom under the Code or any other applicable Law. To the extent that such amounts are so deducted or withheld and properly remitted paid over to the appropriate applicable Governmental Authority in accordance with applicable LawBody, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom in respect of which such amounts would otherwise have been paiddeduction or withholding were made.

Required Withholding. Each of the Payment Agent, Parent, the Company, Merger Sub, Parent Sub and the Surviving Corporation shall (without duplication) will be entitled to deduct and withhold from any amounts payable pursuant to this Agreement such amounts as are required to be deducted or withheld therefrom under applicable Lawpursuant to any Tax Laws. To the extent that such amounts are so deducted or withheld and properly remitted paid over to the appropriate Governmental Authority in accordance with applicable LawAuthority, such amounts shall will be treated for all purposes under of 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, Merger Sub, Parent and the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement payment made hereunder such amounts amount as are is required by Law to be deducted or and withheld therefrom under applicable Lawin respect of Taxes. To the extent that such amounts are Any amount so deducted or and withheld and properly remitted shall be paid to the appropriate Governmental Authority in accordance with applicable Lawand, such amounts to the extent it is so paid, shall be treated for all purposes under of this Agreement as having been paid to the Person to whom in respect of which such amounts would otherwise have been paiddeduction and withholding was made.

Required Withholding. Each of the Payment AgentParent, Merger Sub, Parent and the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from any amounts consideration otherwise payable pursuant to under this Agreement such amounts as are may be required to be deducted or withheld therefrom under the Code, or any applicable state, local or foreign Tax Law. To the extent that such any amounts are so deducted or and withheld and properly remitted paid to the appropriate Governmental Authority in accordance with applicable Lawtaxing authorities, such those amounts shall be treated for all purposes under this Agreement as having been paid to the Person to in respect of whom such amounts would otherwise have been paiddeduction or withholding was made for all purposes under this Agreement.

Required Withholding. Each of the Payment Agent, Merger Sub, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement such amounts as are required to be deducted or withheld therefrom under applicable LawU.S. federal or state, local or non-U.S. law. To the extent that such amounts are so deducted or withheld and properly remitted to the appropriate Governmental Authority in accordance with applicable Lawwithheld, 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, Merger Sub, Parent and the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from any amounts consideration otherwise payable pursuant to under this Agreement such amounts as are may be required to be deducted or withheld therefrom under the Internal Revenue Code of 1986 (the “Code”), or any other applicable state, local or foreign Law. To the extent that such any amounts are so deducted or and withheld and properly remitted paid to the appropriate Governmental Authority in accordance with applicable LawAuthorities, such those amounts shall be treated for all purposes under this Agreement as having been paid to the Person to in respect of whom such amounts would otherwise have been paiddeduction or withholding was made for all purposes under this Agreement.

Required Withholding. Each of the Payment AgentParent, Merger Sub, Parent and the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from any amounts consideration otherwise payable pursuant to under this Agreement such amounts as are may be required to be deducted or withheld therefrom under therefromunder the Internal Revenue Code of 1986 (the "Code"), or any other applicable state, local or foreign Law. To the extent that such any amounts are so deducted or and withheld and properly remitted paid to the appropriate Governmental Authority in accordance with applicable LawAuthorities, such those amounts shall be treated for all purposes under this Agreement as treatedas having been paid to the Person to in respect of whom such amounts would otherwise have been paiddeduction or withholding was made for all purposes under this Agreement.

Required Withholding. Each of the Payment Agent, Merger SubParent, Parent Acquisition Sub and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement such amounts as are required to be deducted or withheld therefrom under applicable LawLaws. To the extent that such amounts are so deducted or deducted, withheld and properly remitted to the appropriate applicable Governmental Authority or other Person in accordance with applicable Law, 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, Merger Sub, Parent and the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from any amounts consideration otherwise payable pursuant to under this Agreement such amounts as are may be required to be deducted or withheld therefrom under the Internal Revenue Code of 1986 (the "Code"), or any applicable state, local or foreign Tax Law. To the extent that such any amounts are so deducted or and withheld and properly remitted paid to the appropriate Governmental Authority in accordance with applicable Lawtaxing authorities, such those amounts shall be treated for all purposes under this Agreement as having been paid to the Person to in respect of whom such amounts would otherwise have been paiddeduction or withholding was made for all purposes under this Agreement.