Common use of Required Withholding Clause in Contracts

Required Withholding. Each of Parent, the Exchange Agent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign Tax law or under any other applicable Legal Requirement. Such withheld amounts shall be promptly remitted to the appropriate Governmental Entity. To the extent such amounts are so deducted or withheld and remitted, the amount of such consideration shall be treated for all purposes under this Agreement as having been paid to the Person to whom such consideration would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent, Merger Sub, the Exchange Agent Company, and the Surviving Corporation shall be entitled to deduct and withhold from any consideration amounts payable or otherwise deliverable pursuant to this Agreement such amounts as may be are required to be deducted or withheld therefrom under applicable Tax Laws. To the Code or under extent that such amounts are so deducted and withheld, each such payor shall take all action as may be necessary to ensure that any provision of state, local or foreign Tax law or under any other applicable Legal Requirement. Such such amounts so withheld amounts shall be promptly are timely and properly remitted to the appropriate Governmental Entity. To the extent Body and such amounts are so deducted or withheld and remitted, the amount of such consideration shall be treated for all purposes under this Agreement as having been paid to the Person to whom such consideration amounts would otherwise have been paid.

Required Withholding. Each of Parent, the Exchange Agent Agent, Parent and the Surviving Corporation Company shall be entitled to deduct and withhold from any consideration amounts payable or otherwise deliverable pursuant to this Agreement such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign applicable Tax law or under any other applicable Legal Requirement. Such withheld amounts shall be promptly remitted to the appropriate Governmental Entitylaws. To the extent that such amounts are so deducted or withheld and remittedwithheld, such amounts (i) shall be remitted by Parent, Merger Sub, the amount of such consideration Surviving Company or the Exchange Agent, as the case may be, to the applicable Governmental Entity and (ii) shall be treated for all purposes under this Agreement as having been paid to the Person to whom such consideration amounts would otherwise have been paid.

Required Withholding. Each of Parent, the Exchange Paying Agent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement such amounts as may be that are required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended (the “Code”), or under any provision of state, local or foreign Tax law or under any other applicable Legal Requirement. Such withheld amounts shall be promptly remitted to the appropriate Governmental Entity. To the extent such amounts are so deducted or withheld and remittedwithheld, the amount of such consideration shall be treated for all purposes under this Agreement as having been paid to the Person to whom such consideration would otherwise have been paid.

Required Withholding. Each of Parent, the Exchange Agent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement such amounts as may be required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended (the “Code”) or under any provision of state, local or foreign Tax law or under any other applicable Legal Requirement. Such withheld amounts shall be promptly remitted to the appropriate Governmental Entity. To the extent such amounts are so deducted or withheld and remittedwithheld, the amount of such consideration shall be treated for all purposes under this Agreement as having been paid to the Person to whom such consideration would otherwise have been paid.

Required Withholding. Each of Parent, the Exchange Agent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Certificates such amounts as may be required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended (the “Code”), or under any provision of state, local or foreign Tax law or under any other applicable Legal Requirement. Such withheld amounts shall be promptly remitted to the appropriate Governmental Entity. To the extent such amounts are so deducted or withheld and remittedwithheld, the amount of such consideration shall be treated for all purposes under this Agreement as having been paid to the Person to whom such consideration would otherwise have been paid.

Required Withholding. Each of Parent, the Exchange Agent Intermediate Surviving Corporation, the Surviving Entity, and the Surviving Corporation Exchange Agent, as applicable, shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement such amounts as may be required to be deducted or withheld therefrom under the Code or Code, under any provision of state, local or foreign Tax law law, or under any other applicable Legal Requirement. Such withheld amounts shall be promptly remitted to the appropriate Governmental Entity. To the extent such amounts are so deducted or withheld and remittedwithheld, the amount of such consideration shall be treated for all purposes under this Agreement as having been paid to the Person to whom such consideration would otherwise have been paid.

Required Withholding. Each of Parentthe Payment Agent, the Exchange Agent Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration amounts payable or otherwise deliverable pursuant to this Agreement such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign applicable Tax law or under any other applicable Legal Requirement. Such withheld amounts shall be promptly remitted to the appropriate Governmental Entitylaws. To the extent that such amounts are so deducted or withheld and remittedwithheld, such amounts (i) shall be remitted by Parent, Merger Sub, the amount of such consideration Surviving Corporation or the Payment Agent, as the case may be, to the applicable Governmental Entity and (ii) shall be treated for all purposes under this Agreement as having been paid to the Person to whom such consideration amounts would otherwise have been paid.

Required Withholding. Each of Parentthe Paying Agent, the Exchange Agent Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration amounts payable or otherwise deliverable pursuant to this Agreement such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign applicable Tax law or under any other applicable Legal Requirement. Such withheld amounts shall be promptly remitted to the appropriate Governmental Entitylaws. To the extent that such amounts are so deducted or withheld and remittedwithheld, such amounts (i) shall be remitted by Parent, Merger Sub, the amount of such consideration Surviving Corporation or the Paying Agent, as the case may be, to the applicable Governmental Entity and (ii) shall be treated for all purposes under this Agreement as having been paid to the Person to whom such consideration amounts would otherwise have been paid.

Required Withholding. Each of Parent, the Exchange Paying Agent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement such amounts as may be required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended (the “Code”), or under any provision of state, local or foreign Tax law or under any other applicable Legal Requirement. Such withheld amounts shall be promptly remitted to the appropriate Governmental Entity. To the extent such amounts are so deducted or withheld and remittedpaid to the appropriate Governmental Entity, the amount of such consideration shall be treated for all purposes under this Agreement as having been paid to the Person to whom such consideration would otherwise have been paid.

Required Withholding. Each of Parent, the Exchange Agent Agent, Parent and the Final Surviving Corporation Entity shall be entitled to deduct and withhold from any 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 that are required to be deducted or withheld therefrom under the Code United States federal or under any provision of state, local or foreign Tax law or under any other applicable Legal Requirementlaw. Such Parent shall timely pay the amounts withheld amounts shall be promptly remitted to the appropriate Governmental EntityTax authority. To the extent that such amounts are so deducted or withheld and remittedpaid out to the appropriate Tax authority, the amount of such consideration amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such consideration amounts would otherwise have been paid.

Required Withholding. Each of Parent, the Exchange Agent Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of the Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign Tax law or under any other applicable Legal Requirement. Such withheld amounts shall be promptly remitted to the appropriate Governmental EntityRequirement (as defined in Section 2.2(d)). To the extent such amounts are so deducted or withheld and remittedwithheld, the amount of such consideration shall be treated for all purposes under this Agreement as having been paid to the Person to whom such consideration would otherwise have been paid.

Required Withholding. Each of Parentthe Agent, the Exchange Agent and Merger Sub, the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any consideration payable or otherwise deliverable holder of Common Shares or, Options pursuant to this Agreement such amounts as may be required to be deducted or withheld therefrom with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or under any applicable provision of state, local or foreign Tax law or under any other applicable Legal Requirement. Such withheld amounts shall be promptly remitted to the appropriate Governmental Entitytax law. To the extent such that amounts are so deducted or withheld and remittedwithheld, the amount of such consideration amounts shall be treated for all purposes under of this Agreement as having been paid to the Person person to whom such consideration amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent, the Exchange Agent Interim Surviving Corporation and the Surviving Corporation Company shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any Securityholder such amounts as may be required to be deducted or withheld therefrom under the Code Code, or under any provision of state, local or foreign Tax tax law or under any other applicable Legal Requirement. Such withheld amounts shall be promptly remitted to the appropriate Governmental Entitylegal AGREEMENT AND PLAN OF MERGER requirement. To the extent such amounts are so deducted or withheld and remittedpaid over to the appropriate Governmental Authority or other Person, the amount of such consideration amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such consideration amounts would otherwise have been paid.

Required Withholding. Each of Parentthe Payment Agent, the Exchange Agent Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement and the transactions contemplated hereby to any Person to whom Merger Cash shall be paid or payable such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign Tax law or under any other applicable Legal Requirement. Such withheld amounts shall be promptly remitted to the appropriate Governmental Entity. To the extent such amounts are so deducted or withheld and remittedwithheld, the amount of such consideration amounts shall be treated for all purposes under this Agreement as having been paid to the Person person to whom such consideration amounts would otherwise have been paid.

Required Withholding. Each of Parent, the Exchange Agent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Capital Stock or holder of Cashed-Out Options such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign Tax law or under any other applicable Legal Requirement. Such withheld amounts shall be promptly remitted to the appropriate Governmental Entity. To the extent such amounts are so deducted or withheld and remittedremitted to the appropriate Governmental Entity, the amount of such consideration shall be treated for all purposes under this Agreement as having been paid to the Person to whom such consideration would otherwise have been paidpaid absent such deduction or withholding.

Required Withholding. Each of Parentthe Paying Agent, the Exchange Agent Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration amounts payable or otherwise deliverable pursuant to this Agreement such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign applicable Tax law or under any other applicable Legal Requirement. Such withheld amounts shall be promptly remitted to the appropriate Governmental Entitylaws. To the extent that such amounts are so deducted or withheld and remittedwithheld, such amounts (i) shall be remitted by Parent, Merger Sub, the amount of such consideration Surviving Corporation or the Paying Agent, as the case may be, to the applicable Governmental Entity and (ii) shall be treated for all purposes under this Agreement as having been paid to the Person to whom such consideration amounts would otherwise have been paid.. Table of Contents

Required Withholding. Each of Parent, the Surviving Company and the Exchange Agent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration otherwise payable or otherwise deliverable pursuant to under this Agreement such amounts as may be required to be deducted or withheld therefrom from such consideration under the Internal Revenue Code of 1986, as amended (the “Code”), or under any provision of other applicable state, local or foreign Tax law Law. The Parent and the Surviving Company shall use commercially reasonably efforts to minimize or under eliminate any other applicable Legal Requirementsuch withholding. Such To the extent that any amounts are so deducted and withheld amounts shall be promptly remitted and paid to the appropriate Governmental Entity. To the extent such Authorities, those amounts are so deducted or withheld and remitted, the amount of such consideration shall be treated for all purposes under this Agreement as having been paid to the Person to in respect of whom such consideration would otherwise have been paiddeduction or withholding was made for all purposes under this Agreement.

Required Withholding. Each of Parent, the Exchange Agent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any Company Securityholder or former Company Securityholder such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign Tax law or under any other applicable Legal Requirement. Such withheld amounts shall be promptly remitted to the appropriate Governmental Entity. To the extent such amounts are so deducted or withheld and remittedremitted to the appropriate Governmental Entity, the amount of such consideration shall be treated for all purposes under this Agreement as having been paid to the Person to whom such consideration would otherwise have been paid.