Tax Withholding Right Clause Samples
Tax Withholding Right. At the time the Option is exercised, in whole or in part, or at any time thereafter as requested by the Company or an Affiliate (each, a “Participating Company” and together the “Participating Company Group”), Participant hereby authorizes withholding from payroll and any other amounts payable to Participant, and otherwise agrees to make adequate provision for (including by means of a Cashless Exercise to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Participating Company Group, if any, which arise in connection with the Option. The Company shall have no obligation to deliver shares of Common Stock until the tax withholding obligations of the Participating Company Group have been satisfied by Participant.
Tax Withholding Right. Buyer, the Company and the Escrow Agent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person, pursuant to Sections 2.1(c) (i) — (v) of under this Agreement such amounts as it is required to deduct and withhold with respect to the making or vesting of such payment under any provision of any applicable Tax law, to the extent that any such amounts have not already been withheld prior to the Closing provided, that:
(i) if an Israeli tax ruling (interim and/or final), including without limitation, with respect to the treatment of the Liquidation Event Payment and the consideration payable to the Selling Shareholders, with respect to withholdings is obtained from the ITA, any withholding under the Israeli Code will be made in accordance with such tax ruling,
(ii) no withholding or reduced withholding under the Israeli Code will be made from any consideration payable hereunder to a Shareholder to the extent that such holder has provided Buyer, Buyer’s agents or the Company with an appropriate and applicable exemption or confirmation of no withholding or a reduced withholding rate issued by the ITA which, in the discretion of Buyer and/or its counsel, is sufficient to enable Buyer, Buyer’s agents or the Company to reasonably conclude that no withholding or a reduced rate of withholding, as applicable, of Israeli Tax is required with respect to the particular Shareholder in question (a “Qualified Withholding Certificate”), prior to the time such payment of consideration is made;
(iii) no backup withholding under United States Tax law will be made from any consideration payable hereunder to a Shareholder (in whatever capacity) to the extent that such Shareholder has provided Buyer, Buyer’s agents or the Company with appropriate W-8 forms for non-resident alien certifications establishing a complete exemption from such withholding taxes or appropriate W-9 forms, prior to the time such payment of consideration is made; and
(iv) in the absence of receipt of a Qualified Withholding Certificate or a ruling from the ITA, to the extent any Tax is withheld by Buyer or the Company, as the case may be, in accordance with the provisions hereof, then at the election of the Selling Shareholder either (i) 100% of the proceeds shall be deposited with a paying agent until such time as the Selling Shareholder obtains a Qualified Withholding Certificate or a ruling form the ITA(ii) the party withholding such amount shall not remit same to th...
Tax Withholding Right. Buyer, Buyer’s agents and the Company shall be entitled to deduct and withhold from the consideration otherwise payable to the Shareholder, Optionholder or Employee, as applicable, pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making or vesting of such payment under any provision of any applicable Tax law. In addition, Buyer, Buyer’s agents and the Company shall be entitled to withhold from any Bonus Payment, Retention Bonus Payments or Option Termination Payment such amounts as it is required to deduct and withhold with respect to the making or vesting of such payment under any provision of any applicable Tax law. If Buyer, Buyer’s agents or the Company so withholds any such amounts, such amounts shall be timely paid to the applicable Governmental Authority and treated for all purposes of this Agreement as having been paid to such Shareholder, Optionholder, Employee or other Person, as applicable, with respect to whom such deduction and withholding was made.