Tax Withholding Considerations Sample Clauses

Tax Withholding Considerations. Participant acknowledges and agrees that, regardless of any action taken by the Company or any Parent or Subsidiary with respect to any or all Tax Obligations”) related to his or her participation in the Plan and legally applicable to me including, without limitation, in connection with the grant of the Option, the sale of Shares acquired under the Plan and/or the receipt of any dividends on such Shares, the ultimate liability for all Tax Obligations is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or any Parent or Subsidiary. Furthermore, Participant acknowledges that the Company and/or Parent or Subsidiary (a) make no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Option or other benefits under the Plan and (b) do not commit to and are under no obligation to structure the terms of the grant of the Option, other benefits or any aspect of his or her participation in the Plan to reduce or eliminate my liability for Tax Obligations or achieve any particular tax result. Further, if Participant becomes subject to tax in more than one jurisdiction or change his or her jurisdiction of primary residence or employment between the date the Option is granted and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or a Parent or Subsidiary (or former employer, as applicable) may be required to withhold or account for Tax Obligations in more than one jurisdiction. Prior to the issuance of Shares under the Plan or any other relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the Company and/or any Parent or Subsidiary to satisfy all Tax Obligations. In this regard, Participant authorizes the Company and/or any non-Subsidiary, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax Obligations by one or a combination of the following: (I) withholding from Participant’s wages or other compensation paid to him or her or (II) withholding from proceeds of the sale of the Shares purchased under the Plan either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization). Depending on the withholding method, the Company may withhold or account for Tax Obligations by considering applicable maximum applicab...
Sample 1
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Related to Tax Withholding Considerations

  • Tax Withholdings The Company shall withhold from all payments hereunder all applicable taxes that it is required to withhold with respect to payments and benefits provided under this Agreement.

  • Tax Withholding The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

  • Tax Withholding Obligations (a) The Grantee agrees as a condition of this grant to make acceptable arrangements to pay any withholding or other taxes that may be due as a result of vesting in Performance Stock Units or the Grantee’s acquisition of Shares under this grant. In the event that the Company determines that any tax or withholding payment is required relating to this grant under applicable laws, the Company will have the right to: (i) require that the Grantee arrange such payments to the Company, or (ii) cause an immediate forfeiture of Shares subject to the Performance Stock Units granted pursuant to this Agreement with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee to pay the withholding or other taxes due as a result of the vesting of the Grantee’s Performance Stock Units by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxes. If the Grantee delivers to the Company Shares already owned by the Grantee as payment for any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election of the Grantee, be made either by (A) physical delivery of the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment.

  • Tax Withholding Withholding Advances (a) Each Member agrees to furnish the Company with any representations and forms as shall be reasonably requested by the Board to assist it in determining the extent of, and in fulfilling, any withholding obligations it may have.

  • Xxx Withholding Notwithstanding any other provision of this Agreement, the Company may withhold from amounts payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations.

  • Income Tax Withholding The Company may withhold from any payments made under this Agreement all federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling.

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

  • Taxes and Tax Withholding (i) The Recipient acknowledges that under United States federal tax laws in effect on the Award Date, the Recipient will have taxable compensation income at the time of vesting based on the Market Value (as defined below) of the Common Stock on the Vesting Date. The Recipient shall be responsible for all taxes imposed in connection with the Award, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Award. The Company makes no representation or undertaking regarding the adequacy of any tax withholding in connection with the grant or vesting of the Award.

  • Taxes Withholding Etc (a) Payments to Be Free and Clear. All sums payable by any Credit Party hereunder and under the other Credit Documents shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax (other than a Tax on the overall net income of any Lender) imposed, levied, collected, withheld or assessed by or within the United States of America or any political subdivision in or of the United States of America or any other jurisdiction from or to which a payment is made by or on behalf of any Credit Party or by any federation or organization of which the United States of America or any such jurisdiction is a member at the time of payment.

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

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