Common use of Tax and Tax Withholding Clause in Contracts

Tax and Tax Withholding. Participant has reviewed with Participant’s own tax and financial advisors the federal, state and local tax consequences of this Agreement and receipt of the Plan Shares. The Participant acknowledges that the Company shall require the Participant to pay the Company the amount of any tax or other amount required by any governmental authority to be withheld and paid over by the Company to such authority for the account of the Participant, and the Participant agrees, as a condition to the grant of the Award and delivery of the Plan Shares or any other benefit, to satisfy such obligations. In satisfaction of such taxes, all vested Plan Shares distributed pursuant to this Agreement shall be subject to withholding by the Company to cover any applicable taxes. The Participant expressly acknowledges and agrees to such withholding without regard to whether the Plan Shares may then be sold or otherwise transferred by the Participant. The number of Plan Shares to be withheld shall have a fair market value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to (but not exceeding) the amount of such obligations being satisfied. Further, the Participant may sell such number of vested Plan Shares necessary to cover any tax obligation in addition to that described above due by the Participant in respect of the Plan Shares to any governmental authority, notwithstanding the transfer limitations set forth in Section 3, to the extent that transfer is then permitted by applicable federal, state or local law and the Company’s xxxxxxx xxxxxxx policy; provided, that, if such sale or withholding is not so permitted the Participant shall nonetheless remain obligated to satisfy such taxes.

Tax and Tax Withholding. Participant has reviewed with Participant’s own tax and financial advisors the federal, state and local tax consequences of this Agreement and receipt of the Plan Shares. The Participant acknowledges that the Company Corporation shall require the Participant to pay the Company Corporation the amount of any tax or other amount required by any governmental authority to be withheld and paid over by the Company Corporation to such authority for the account of the Participant, and the Participant agrees, as a condition to the grant of the Award and delivery of the Plan Shares or any other benefit, to satisfy such obligations. In satisfaction of such taxes, all vested Plan Shares distributed pursuant to this Agreement shall be subject to withholding by the Company Corporation to cover any applicable taxes. The Participant expressly acknowledges and agrees to such withholding without regard to whether the Plan Shares may then be sold or otherwise transferred by the Participant. The number of Plan Shares to be withheld shall have a fair market value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to (but not exceeding) the amount of such obligations being satisfied. Further, the Participant may sell such number of vested Plan Shares necessary to cover any tax obligation in addition to that described above due by the Participant in respect of the Plan Shares to any governmental authority, notwithstanding the transfer limitations set forth in Section 3, to the extent that transfer is then permitted by applicable federal, state or local law and the CompanyCorporation’s xxxxxxx ixxxxxx xxxxxxx policy; provided, that, if such sale or withholding is not so permitted the Participant shall nonetheless remain obligated to satisfy such taxes.