Common use of Tax and Other Withholding Obligations Clause in Contracts

Tax and Other Withholding Obligations. Pursuant to rules and procedures that MSCI establishes, tax or other withholding obligations arising upon vesting and conversion (as applicable) of your PSUs will be satisfied by having MSCI withhold Shares or by tendering Shares, in each case in an amount sufficient to satisfy the tax or other withholding obligations, unless MSCI, in its sole discretion, provides for a cash withholding option which would permit MSCI to withhold cash in the same amount. Shares withheld or tendered will be valued using the Fair Market Value of the Shares on the date your PSUs convert. In order to comply with applicable accounting standards or the Company’s policies in effect from time to time, MSCI may limit the amount of Shares that you may have withheld or that you may tender.

Tax and Other Withholding Obligations. Pursuant to rules and procedures that MSCI establishes, tax or other withholding obligations arising upon vesting and conversion (as applicable) of your PSUs RSUs will be satisfied by having MSCI withhold Shares or by tendering Shares, in each case in an amount sufficient to satisfy the tax or other withholding obligations, unless MSCI, in its sole discretion, provides for a cash withholding option which would permit MSCI to withhold cash in the same amount. Shares withheld or tendered will be valued using the Fair Market Value of the Shares on the date your PSUs RSUs convert. In order to comply with applicable accounting standards or the Company’s policies in effect from time to time, MSCI may limit the amount of Shares that you may have withheld or that you may tender.