Common use of Required Withholding Clause in Contracts

Required Withholding. Each of the Payment Agent, Parent, the Company and the Surviving Corporation, or any Subsidiary of Parent, the Company or the Surviving Corporation, will be entitled to deduct and withhold from any amounts payable pursuant to this Agreement to any Person such amounts as are required to be deducted or withheld therefrom pursuant to any applicable Laws related to Taxes. To the extent that such amounts are so deducted or withheld and timely 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 in respect of whom such deduction and withholding was made.

Required Withholding. Each of the Payment Paying Agent, Parent, the Company and the Surviving Corporation, or any Subsidiary of Parent, the Company or the Surviving Corporation, Corporation will be entitled to deduct and withhold from any amounts payable pursuant to this Agreement to any Person such amounts as are required to be deducted or withheld therefrom pursuant to under the Code or any applicable Laws related to Taxesstate, local or non-U.S. Tax Law. To the extent that such amounts are so deducted or withheld and timely 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 in respect of whom which such deduction and or withholding was made.

Required Withholding. Each of the Payment Agent, Parent, the Company Parent and the Surviving Corporation, or any Subsidiary of Parent, the Company or the Surviving Corporation, will Corporation shall be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any Person holder or former holder of shares of Company Common Stock, Company Options, Company SARs and Company Restricted Stock Units such amounts as are required to be deducted or withheld therefrom pursuant to any under applicable Laws related to TaxesTax Laws. To the extent that such amounts are so deducted or deducted, withheld and timely 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 in respect of to whom such deduction and withholding was madeamounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent, the Company and the Surviving Corporation, or any Subsidiary of Parent, the Company or the Surviving Corporation, will be entitled to deduct and withhold from any amounts payable pursuant to this Agreement to any Person such amounts as are required to be deducted or withheld therefrom pursuant to any applicable Laws related to Taxes. To the extent that such amounts are (a) so deducted or withheld and (b) to be timely 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 in respect of whom such deduction and withholding was made.

Required Withholding. Each of the Payment Agent, Parent, the Company and the Surviving Corporation, or any Subsidiary of Parent, the Company or the Surviving Corporation, will be entitled to deduct and withhold from any amounts payable pursuant to this Agreement to any Person such amounts as are required to be deducted or withheld therefrom pursuant to any applicable Laws related to Taxes. To the extent that such amounts are so deducted or withheld and timely 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 in respect of whom such deduction and withholding was made.

Required Withholding. Each of the Payment Agent, Parent, the Company and the Surviving Corporation, or any Subsidiary Affiliate of Parent, the Company or the Surviving Corporation, will be entitled to deduct and withhold from any amounts payable pursuant to this Agreement to any Person such amounts as are required to be deducted or withheld therefrom pursuant to any applicable Laws related to TaxesTax Laws. To the extent that such amounts are so deducted or withheld and timely 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 in respect of whom such deduction and withholding was made.

Required Withholding. Each of the Payment Agent, Parent, the Company and the Surviving Corporation, or any Subsidiary of Parent, the Company or the Surviving Corporation, will be entitled to deduct and withhold from any amounts payable pursuant to this Agreement to any Person such amounts as are required to be deducted or withheld therefrom pursuant to any applicable Laws related relating to Taxes. To the extent that such amounts are so deducted or withheld and timely 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 in respect of whom such deduction and withholding was made.

Required Withholding. Each of the Payment Agent, Parent, Merger Sub, the Company and the Surviving Corporation, or any Subsidiary of Parent, the Company or the Surviving Corporation, will be entitled to deduct and withhold from any amounts payable pursuant to this Agreement to any Person such amounts as are required to be deducted or withheld therefrom pursuant to any applicable Laws related to Taxes. To the extent that such amounts are so deducted or withheld and timely 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 in respect of whom such deduction and withholding was made.

Required Withholding. Each of the Payment Agent, Parent, the Company Parent and the Surviving Corporation, or any Subsidiary of Parent, the Company or the Surviving Corporation, will Corporation shall be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any Person holder or former holder of shares of Company Common Stock and Company Options such amounts as are may be required to be deducted or withheld therefrom pursuant to any applicable Laws related to Taxestherefrom, 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 timely 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 in respect of to whom such deduction and withholding was madeamounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent, the Company and the Surviving Corporation, or any Subsidiary of Parent, the Company or the Surviving Corporation, will be entitled to deduct and withhold from any amounts payable pursuant to this Agreement to any Person such amounts as are required to be deducted or withheld therefrom pursuant to any applicable Laws related to Taxes. To the extent that such amounts are so deducted or withheld and timely 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 in respect of whom such deduction and withholding was made. Any payments under this Article II to Service Providers that are treated as compensation or wages for Tax purposes shall be made through the applicable payroll system.

Required Withholding. Each of the Payment Agent, Parent, the Company Parent and the Surviving Corporation, or any Subsidiary of Parent, the Company or the Surviving Corporation, will Corporation shall be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any Person holder or former holder of shares of Company Common Stock, Company RSUs and Company Options such amounts as are may be required to be deducted or withheld therefrom pursuant to any applicable Laws related to Taxesunder United States federal or state, local or foreign Tax Laws. To the extent that such amounts are so deducted or deducted, withheld and timely 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 in respect of whom which such deduction and withholding was made.

Required Withholding. Each of the Payment Agent, Parent, the Company and the Surviving Corporation, or any Subsidiary of Parent, the Company or the Surviving Corporation, will be entitled to deduct and withhold from any amounts payable pursuant to this Agreement to any Person such amounts as are required to be deducted or withheld therefrom pursuant to any applicable Laws related to Taxes. To the extent that such any amounts are so deducted or withheld and withheld, such amounts shall be timely paid over to the appropriate Governmental Authority, such amounts Authority and will be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.

Required Withholding. Each of the Payment Agent, Parent, the Company and the Surviving Corporation, or any Subsidiary of Parent, the Company or the Surviving Corporation, will be entitled to deduct and withhold from any amounts payable pursuant to this Agreement to any Person such amounts as are required to be deducted or withheld therefrom pursuant to any applicable Laws related to TaxesTax Laws. To the extent that such amounts are so deducted or withheld and timely 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 in respect of to whom such deduction and withholding was madeamounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent, the Company and the Surviving Corporation, or any Subsidiary of Parent, the Company or the Surviving Corporation, will be entitled to deduct and withhold from any amounts payable pursuant to this Agreement to any Person such amounts as are required to be deducted or withheld therefrom pursuant to any applicable Laws related relating to Taxes. To the extent that such amounts are so deducted or withheld and timely 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 in respect of whom such deduction and withholding was made.