Common use of Required Withholding Clause in Contracts

Required Withholding. Each of the Paying Agent, Parent, the Company and the Surviving Corporation 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 the Code or any applicable state, 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 which such deduction or withholding was made.

Required Withholding. Each of the Paying 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 Common Stock such amounts as they reasonably determine are required to be deducted or withheld therefrom under the Code United States federal or any applicable state, local or non-U.S. Tax foreign Law. To the extent that such amounts are so deducted or withheld and timely paid over to the appropriate Governmental Authoritywithheld, such amounts will shall be treated for all purposes of under this Agreement as having been paid to the Person in respect of which to whom such deduction or withholding was madeamounts would otherwise have been paid.

Required Withholding. Each of the Paying Agent, Parent, the Company and the Surviving Corporation Company 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 the Code or pursuant to any applicable state, local or non-U.S. Tax LawLaws. 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 which to whom such deduction or withholding was madeamounts would otherwise have been paid.

Required Withholding. Each of the Paying 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 Common Stock such amounts as are may be required to be deducted or withheld therefrom under the Code U.S. federal or any applicable state, local or non-U.S. Tax Lawlaw. To the extent that such amounts are so deducted or withheld and timely paid over to the appropriate Governmental Authoritywithheld, such amounts will shall be treated for all purposes of under this Agreement as having been paid to the Person in respect of which to whom such deduction or withholding was madeamounts would otherwise have been paid.

Required Withholding. Each of the Paying Payment Agent, Parent, the Company and Company, the Surviving Corporation and any other withholding agent will be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement Agreement, such amounts as are required to be deducted or withheld therefrom under the Code or pursuant to any applicable state, local or non-U.S. Tax Lawlaws. 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 which to whom such deduction or withholding was madeamounts would otherwise have been paid.

Required Withholding. Each of the Paying Payment Agent, Parent, the Company Parent and the Surviving Corporation will 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 the Code U.S. federal or any applicable state, local or non-U.S. Tax Lawlaw. To the extent that such amounts are so deducted or withheld and timely paid over to the appropriate Governmental Authoritywithheld, such amounts will shall be treated for all purposes of under this Agreement as having been paid to the Person in respect of which to whom such deduction or withholding was madeamounts would otherwise have been paid.

Required Withholding. Each of the Paying Payment Agent, Parent, the Company and the Surviving Corporation will and their Affiliates shall be entitled to deduct and withhold from any amounts payable to any Person pursuant to this Agreement such amounts as are required to be deducted or withheld therefrom under the Code or any applicable state, local or non-U.S. Tax LawLaws. To the extent that such amounts are so deducted or withheld and timely paid over to the appropriate Governmental Authoritywithheld, such amounts will shall be treated for all purposes of under this Agreement as having been paid to the Person in respect of which to whom such deduction or withholding was madeamounts would otherwise have been paid.

Required Withholding. Each of the Paying Payment Agent, Parent, the Company Parent and the Surviving Corporation will 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 the Code U.S. federal or any applicable state, 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 Authoritywithheld, such amounts will shall be treated for all purposes of under this Agreement as having been paid to the Person in respect of which to whom such deduction or withholding was madeamounts would otherwise have been paid.

Required Withholding. Each of the Paying 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 Company Shares and Company Options such amounts as are required to be deducted or withheld therefrom under the Code or any applicable state, local or non-U.S. Tax LawLaws. 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 which to whom such deduction or withholding was madeamounts would otherwise have been paid.

Required Withholding. Each of the Paying Agent, Parent, the Company and the Surviving Corporation and any of their respective Subsidiaries 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 the Code or any applicable state, 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 which such deduction or withholding was made.

Required Withholding. Each of the Paying Payment Agent, Parent, the Company Parent and the Surviving Corporation will shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement such amounts as are it reasonably determines may be required to be deducted or withheld therefrom under the Code or any applicable state, local or non-U.S. Tax Applicable Law. To the extent that such amounts are so deducted or withheld and timely paid over to the appropriate Governmental Authoritywithheld, such amounts will shall be treated for all purposes of under this Agreement as having been paid to the Person in respect of which to whom such deduction or withholding was madeamounts would otherwise have been paid.

Required Withholding. Each of the Paying Payment Agent, Parent, the Company and the Surviving Corporation 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 the Code or pursuant to any applicable state, local or non-U.S. Tax Lawlaws. 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 which to whom such deduction or withholding was madeamounts would otherwise have been paid.

Required Withholding. Each of the Paying Payment Agent, Parent, the Company Parent and the -------------------- Surviving Corporation will shall be entitled to deduct and withhold from any amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are may be required to be deducted or withheld therefrom under the Code U.S. federal or any applicable state, local or non-U.S. Tax Lawforeign law. To the extent that such amounts are so deducted or withheld and timely paid over to the appropriate Governmental Authoritywithheld, such amounts will shall be treated for all purposes of under this Agreement as having been paid to the Person in respect of which person to whom such deduction or withholding was madeamounts would otherwise have been paid.

Required Withholding. Each of the Paying Payment Agent, Parent, the Company Parent and the Surviving Corporation will shall be entitled to deduct and withhold from any amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are may be required to be deducted or withheld therefrom under the Code U.S. federal or any applicable state, local or non-U.S. Tax Lawforeign law. To the extent that such amounts are so deducted or withheld and timely paid over to the appropriate Governmental Authoritywithheld, such amounts will shall be treated for all purposes of under this Agreement as having been paid to the Person in respect of which person to whom such deduction or withholding was madeamounts would otherwise have been paid.

Required Withholding. Each of the Paying 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 Company Shares, Company Options and Company RSUs such amounts as are required to be deducted or withheld therefrom under the Code or any applicable state, local or non-U.S. Tax LawLaws. 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 which to whom such deduction or withholding was madeamounts would otherwise have been paid.

Required Withholding. Each of the Paying Payment Agent, Parent, the Company Sub and the Surviving Corporation will shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement to, or in respect of, any Person such amounts as are may be required to be deducted or withheld therefrom under the Code United States federal or any applicable state, local or non-U.S. foreign Tax LawLaws. To the extent that such amounts are so deducted or withheld and timely paid over to the appropriate Governmental Authoritywithheld, such amounts will shall be treated for all purposes of under this Agreement as having been paid to the Person in respect of which to whom such deduction or withholding was madeamounts would otherwise have been paid.

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

Required Withholding. Each of the Paying 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 Company Shares and Company Restricted Stock Units such amounts as are required to be deducted or withheld therefrom under the Code or any applicable state, local or non-U.S. Tax LawLaws. 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 which to whom such deduction or withholding was madeamounts would otherwise have been paid.

Required Withholding. Each of the Paying 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 such amounts as are required to be deducted or withheld therefrom under the Code or pursuant to any applicable state, local or non-U.S. Tax Lawlaws. 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 which to whom such deduction or withholding was madeamounts would otherwise have been paid.