Common use of Transfer Taxes; Withholding Clause in Contracts

Transfer Taxes; Withholding. If any certificate for a Parent Share is to be issued to, or cash is to be remitted to, a Person (other than the Person in whose name the Certificate surrendered in exchange therefor is registered), it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Exchange Agent any transfer or other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Exchange Agent that such Tax either has been paid or is not applicable. Parent or the Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of Common Stock such amounts as Parent or the Exchange Agent are required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent that amounts are so withheld by Parent or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Common Stock in respect of whom such deduction and withholding was made by Parent or the Exchange Agent. Parent shall pay any transfer taxes other than those specifically set forth in this Section 2.6 associated with the transfer of assets or control, or otherwise due, as a result of the Merger.

Transfer Taxes; Withholding. If any certificate for a Parent Share is to be issued to, or cash is to be remitted to, paid to or issued in a Person (name other than the Person that in whose name which the Certificate surrendered in exchange therefor is registered), it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Exchange Buyer or the Paying Agent any transfer or other Taxes taxes required by reason of the payment of the Merger Consideration to cash in a Person name other than that of the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Exchange Buyer or the Paying Agent that such Tax either tax has been paid or is not applicable. Parent Buyer or the Exchange Paying Agent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Common Company Capital Stock such amounts as Parent Buyer or the Exchange Paying Agent are is required to deduct and withhold with respect to the making of such payment under the Code, Code or under any provision of state, local or foreign Tax tax law, with respect to the making of such payment. To the extent that amounts are so withheld by Parent Buyer or the Exchange Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Common Company Capital Stock in respect of whom which such deduction and withholding was made by Parent Buyer or the Exchange Agent. Parent shall pay any transfer taxes other than those specifically set forth in this Section 2.6 associated Paying Agent and transmitted by Buyer or the Paying Agent to the appropriate taxing authority with the transfer of assets or control, or otherwise due, as a result of the Mergerattribution to each specific Holder.

Transfer Taxes; Withholding. If any certificate for a Parent Share is to be issued to, or cash is to be remitted to, paid to or issued in a Person (name other than the Person that in whose name which the Certificate surrendered in exchange therefor is registered), it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Exchange Surviving Corporation or the Paying Agent any transfer or other Taxes taxes required by reason of the payment of the Merger Consideration to cash in a Person name other than that of the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Exchange Surviving Corporation or the Paying Agent that such Tax either tax has been paid or is not applicable. Parent Buyer, the Surviving Corporation or the Exchange Paying Agent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Common Company Capital Stock such amounts as Parent Buyer or the Exchange Paying Agent are is required to deduct and withhold with respect to the making of such payment under the Code, Code or under any provision of state, local or foreign Tax tax law, with respect to the making of such payment. To the extent that amounts are so withheld by Parent Buyer, the Surviving Corporation or the Exchange Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Common Company Capital Stock in respect of whom which such deduction and withholding was made by Parent Buyer, the Surviving Corporation or the Exchange Agent. Parent shall pay any transfer taxes other than those specifically set forth in this Section 2.6 associated Paying Agent and transmitted by Buyer, the Surviving Corporation or the Paying Agent to the appropriate taxing authority with the transfer of assets or control, or otherwise due, as a result of the Mergerattribution to each specific Holder.