Common use of Tax Requirements Clause in Contracts

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement. Unless the Company otherwise consents in writing to an alternative withholding method, if the Participant is an employee of the Company, the Company shall withhold the number of shares to be delivered upon the conversion of the Vested RSUs with an aggregate Fair Market Value that equals (but does not exceed) the amount of any Federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company, in its sole discretion and prior to the date of conversion, may also permit the Participant receiving shares of Common Stock upon conversion of Vested RSUs to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payments shall be required to be made prior to the delivery of any certificate representing shares of Common Stock. Such payment, if the Company, in its sole discretion, so consents in writing, may be made (i) by the delivery of cash to the Company in an amount that equals or exceeds the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common Stock other than (A) Restricted Stock or (B) Common Stock that the Participant has not acquired from the Company within six (6) months prior to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds the required tax withholding payment; or (iii) any combination of (i) or (ii). The Company also may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant.

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement. Unless the Company otherwise consents in writing to an alternative withholding method, if the Participant is an employee of the The Company, or if applicable, any Subsidiary (for purposes of this Section 25, the Company term “Company” shall withhold the number of shares be deemed to be delivered upon the conversion of the Vested RSUs with an aggregate Fair Market Value that equals (but does not exceedinclude any applicable Subsidiary) the amount of any Federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Companymay, in its sole discretion and prior to the date of conversion, may also permit require the Participant receiving shares of Common Stock upon conversion of Vested RSUs to pay the Company the amount of any federal, state, provincial, local, or other taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payments shall be required to be made prior to the delivery of any certificate representing shares of Common Stock. Such payment, if the Company, in its sole discretion, so consents in writing, may be made (i) by the delivery of cash to the Company in an amount that equals or exceeds the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, by the actual delivery by the Participant to the Company of shares of Common Stock Stock, other than (A) Restricted Stock Stock, or (B) Common Stock that the Participant has not acquired from the Company within six (6) months prior to the date of exercisethereto, which shares so delivered have an aggregate Fair Market Value that equals or exceeds the required tax withholding payment; (iii) by the Company’s withholding of a number of shares to be delivered upon the conversion of Vested RSUs, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment; or (iiiiv) any combination of (i) ), (ii), or (iiiii). The Company also may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant.

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences Company or, if applicable, any Subsidiary (for purposes of this Agreement. Unless the Company otherwise consents in writing to an alternative withholding method, if the Participant is an employee of the CompanySection 28, the Company term “Company” shall withhold be deemed to include any applicable Subsidiary), shall have the number of shares right to be delivered upon the conversion of the Vested RSUs with an aggregate Fair Market Value that equals (but does not exceed) the amount of deduct from all amounts hereunder paid in cash or other form, any Federal, state, local, or other taxes required by law to be withheld in connection with this Award. The CompanyCompany may, in its sole discretion and prior to the date of conversiondiscretion, may also permit require the Participant receiving shares of Common Stock upon conversion of Vested RSUs issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing shares of Common Stock. Such payment, if the Company, in its sole discretion, so consents in writing, payment may be made (i) by the delivery of cash to the Company in an amount that equals or exceeds the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common Stock other than (A) Restricted Stock or (B) Common Stock that the Participant has not acquired from the Company within six (6) months prior to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, the Company’s withholding of a number of shares to be delivered upon the exercise of the Stock Option other than shares that will constitute Restricted Stock, which shares so withheld have an aggregate fair market value that equals (but does not exceed) the required tax withholding payment; or (iiiiv) any combination of (i) ), (ii), or (iiiii). The Company also may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant.

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement. Unless the The Company otherwise consents in writing to an alternative withholding methodor, if the Participant is an employee applicable, any subsidiary (for purposes of the Companythis Section 28, the Company term “Company” shall withhold be deemed to include any applicable subsidiary), shall have the number of shares right to be delivered upon deduct from all amounts paid in cash or other form in connection with the conversion of the Vested RSUs with an aggregate Fair Market Value that equals (but does not exceed) the amount of Plan, any Federal, state, local, or other taxes required by law to be withheld in connection with this Awardaward. The Company, in its sole discretion and prior to the date of conversion, may also permit the Participant receiving shares of Common Stock upon conversion of Vested RSUs to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising tax withholding due with respect to this Award. Such payments shall be required to be made prior to the delivery exercise of any certificate representing shares of Common Stock. Such payment, if the Company, in its sole discretion, so consents in writing, Optioned Shares may be made by the Participant to the Company by (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common Stock other than (A) Restricted Stock or (B) Common Stock that the Participant has not acquired from the Company within six (6) months prior to the date of exerciseShares, which shares Shares so delivered have an aggregate Fair Market Value fair market value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding payment; (iii) the Company’s withholding of a number of Shares to be delivered upon the exercise of this Stock Option, which shares so withheld have an aggregate fair market value that equals (but does not exceed) the required tax withholding payment; or (iiiiv) any combination of (i) ), (ii), or (iiiii). The Company also may, in its sole discretionwith the consent of the Participant, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the ParticipantGrantee. In all events, all tax withholding due with respect to the exercise of the Options Shares shall be required to be paid by the Participant prior to the issuance of any Shares to the Participant in connection with such exercise.

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, including, without limitation, any possible tax consequences of this Agreement in connection with Section 409A of the Code. Unless the Company otherwise consents in writing to an alternative withholding method, if the Participant is an employee of the Company, or if applicable, any Subsidiary (for purposes of this Section 24, the Company term “Company” shall be deemed to include any applicable Subsidiary) shall withhold the number of shares to be delivered upon the conversion of the Vested RSUs with an aggregate Fair Market Value that equals (but does not exceed) the amount of any Federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company, in its sole discretion and prior to the date of conversion, may also permit the Participant receiving shares of Common Stock upon conversion of Vested RSUs to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payments shall be required to be made prior to the delivery of any certificate representing shares of Common Stock. Such payment, if the Company, in its sole discretion, so consents in writing, may be made (i) by the delivery of cash to the Company in an amount that equals or exceeds the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising the Participant to the Company of shares of Common Stock other than (A) Restricted Stock or (B) Common Stock that the Participant has not acquired from the Company within six (6) months prior to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds the required tax withholding payment; or (iii) any combination of (i) or (ii). The Company also may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant.

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement. Unless the The Company otherwise consents in writing to an alternative withholding methodor, if the Participant is an employee applicable, any subsidiary (for purposes of the Companythis Section 27, the Company term “Company” shall withhold be deemed to include any applicable subsidiary), shall have the number of shares right to be delivered upon deduct from all amounts paid in cash or other form in connection with the conversion of the Vested RSUs with an aggregate Fair Market Value that equals (but does not exceed) the amount of Plan, any Federal, state, local, or other taxes required by law to be withheld in connection with this Awardaward. The Company, in its sole discretion and prior to the date of conversion, may also permit the Participant receiving shares of Common Stock upon conversion of Vested RSUs to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising tax withholding due with respect to this Award. Such payments shall be required to be made prior to the delivery exercise of any certificate representing shares of Common Stock. Such payment, if the Company, in its sole discretion, so consents in writing, Optioned Shares may be made by the Participant to the Company by (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common Stock other than (A) Restricted Stock or (B) Common Stock that the Participant has not acquired from the Company within six (6) months prior to the date of exerciseShares, which shares Shares so delivered have an aggregate Fair Market Value fair market value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding payment; (iii) the Company’s withholding of a number of Shares to be delivered upon the exercise of this Stock Option, which shares so withheld have an aggregate fair market value that equals (but does not exceed) the required tax withholding payment; or (iiiiv) any combination of (i) ), (ii), or (iiiii). The Company also may, in its sole discretion,with the consent of the Participant, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the ParticipantGrantee. In all events, all tax withholding due with respect to the exercise of the Optioned shares shall be required to be paid by the Participant prior to the issuance of any Shares to the Participant in connection with such exercise.