Tax Withholding Rights Sample Clauses

Tax Withholding Rights. Prior to an Initial Public Offering, Participant shall be permitted to satisfy applicable withholding taxes (at the statutory minimum amount required to be withheld under applicable law or regulations) with respect to the Awarded Shares by electing to have the Corporation withhold a portion of the Awarded Shares otherwise to be delivered upon becoming Vested Shares (a “Net Withholding Mechanism”). After an Initial Public Offering, Participant shall be permitted to satisfy applicable withholding taxes (at the statutory minimum amount required to be withheld under applicable law or regulations) with respect to the Awarded Shares either through a Net Withholding Mechanism or through the delivery of cash proceeds obtained pursuant to a broker-assisted sale of Vested Shares, if such a sale is then permitted under the terms of any applicable lock-up agreement and the 1933 Act. Participant shall have no rights pursuant to this Section 6(b) with respect to any Awarded Shares for which Participant makes an election under Code Section 83(b).
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Tax Withholding Rights. Each of Parent, the Surviving Corporation, the Paying Agent and the Depositary shall only be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares (including Shares represented by ADSs), Company Options, Company Warrants or Company RSUs such amounts that are (1) required to be deducted and withheld pursuant to any provision of applicable Tax Law related to or regarding Taxes with respect to holders of Shares (including Shares represented by ADSs), Company Options, Company Warrants and Company RSUs, in each case, that were received in connection with the employment of such holder with the Company or any of its Subsidiaries, (2) required as a result of a change in relevant Tax Law or published administrative practice by a Governmental Authority in charge of Tax after the date of this Agreement but on or prior to the Closing Date or (3) required pursuant to a written demand received by Parent, the Paying Agent, or the Depositary from a taxing authority after the date of this Agreement but on or prior to the Closing Date. To the extent that any permitted amounts are so withheld by Parent, the Surviving Corporation, the Paying Agent or the Depositary, as the case may be, such withheld amounts shall be (i) remitted by Parent, the Surviving Corporation, the Paying Agent or the Depositary to the applicable Governmental Authority and (ii) to the extent so remitted, treated for all purposes of this Agreement as having been paid to the holder of the Shares (including Shares represented by ADSs), Company Options, Company Warrants or Company RSUs in respect of which such deduction and withholding was made by Parent, the Surviving Corporation, the Paying Agent or the Depositary, as the case may be. In the event that Parent, the Surviving Corporation, the Paying Agent or the Depositary determines that withholding is required under applicable Law and permitted under this Agreement, Parent shall so notify the Company in writing at least five (5) days prior to the Closing Date to provide the equityholders of the Company and/or the Company on their behalf with sufficient opportunity to provide any form or documentation or take other steps in order to avoid such withholding. Notwithstanding the foregoing, by accepting the consideration payable pursuant to this Agreement, each holder of Shares (including Shares represented by ADSs), Company Options, Company Warrants or Company RSUs acknowledges it shall be r...
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Tax Withholding Rights. Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable to any Sellers pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, or under any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by Purchaser, such withheld amounts (a) shall be remitted by the Purchaser, as applicable, to the appropriate Governmental Entities and (b) shall be treated for all purposes of this Agreement as having been paid to the Sellers. Purchaser shall provide to the Seller Representative (i) at least five days’ prior notice of such withholding and (ii) promptly after payment of such withheld Taxes, appropriate evidence of the payment thereof.
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Tax Withholding Rights. Each of the Surviving Corporation or Parent (or the Payment Agent acting on behalf of the Surviving Corporation or Parent) shall be entitled to deduct and withhold from the consideration otherwise payable to any shareholder of the Company pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax law. If the Surviving Corporation, Parent or the Payment Agent, as the case may be, so withholds any such amount, such amounts shall be treated for all purposes of this Agreement as having been paid to such shareholder in respect of which the Surviving Corporation, Parent or the Payment Agent, as the case may be, made such deduction and withholding.
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Tax Withholding Rights. Parent, Merger Sub or the Surviving Corporation shall be entitled to deduct and withhold all amounts required to be withheld in respect of Taxes from any amount otherwise payable (in cash or in kind) pursuant to this Agreement and any amounts deducted or withheld from any such payment shall be treated for all purposes of this Agreement as having been paid.
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Tax Withholding Rights. Buyer shall be entitled to deduct and withhold from the payments to any Seller hereunder such amounts as Buyer is required to deduct and withhold under the laws of Denmark due to the Sellers' tax liabilities with respect to any such deliveries and payments. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been delivered and paid to such holders in respect of which such deduction and withholding was made.
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Tax Withholding Rights. Each of Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any Stockholder or former Stockholder such amounts as may be required to be deducted or withheld therefrom under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. 1.15.
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Tax Withholding Rights. Parent or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Capital Stock or any holder of an Option such amounts as Parent or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax Law. To the extent that amounts are so deducted and withheld by Parent or the Exchange Agent, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Capital Stock or the holder of an Option, as applicable, in respect of which such deduction and withholding was made by Parent or the Exchange Agent.
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Related to Tax Withholding Rights

  • Withholding Rights Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

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

  • 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 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.

  • 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.

  • Share Withholding The Committee may permit a Participant to satisfy all or part of his or her withholding or income tax obligations by having the Company withhold all or a portion of any Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Shares that he or she previously acquired. Such Shares shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. In no event may a Participant have Shares withheld that would otherwise be issued to him or her in excess of the number necessary to satisfy the minimum legally required tax withholding.

  • Withholding, Etc The payment of any Salary and bonus hereunder shall be subject to applicable withholding and payroll taxes, and such other deductions as may be required by law or the Company's employee benefit plans.

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