Common use of Transfer Taxes; Withholding Clause in Contracts

Transfer Taxes; Withholding. If any Commodore Certificate or cash in lieu of any fractional shares is to be paid to or issued in a name other than that in which the Former Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Former 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 issuance of such Commodore Certificate and the distribution of such cash payment in a name other than that of the registered holder of the Former Certificate so surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Commodore or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Commodore Capital Stock or Lanxide Capital Stock such amounts as Commodore or the Exchange Agent are required to deduct and withhold under the Internal Revenue 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 Commodore or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Commodore Capital Stock or Lanxide Capital Stock in respect of whom such deduction and withholding was made by Commodore or the Exchange Agent.

Transfer Taxes; Withholding. If any Commodore Certificate or cash in lieu of any fractional shares certificate for a DuPont Share is to be paid issued to, or cash is to or issued in be remitted to, a name Person (other than that the Person in which whose name the Former Certificate surrendered in exchange therefor is registered), it shall be a condition of such exchange that the Former 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 Taxes (as defined in Section 3.10(c) hereof) required by reason of the issuance payment of such Commodore Certificate and the distribution of such cash payment in Merger Consideration to a name Person other than that of the registered holder of the Former Certificate so surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax Tax either has been paid or is not applicable. Commodore DuPont or the Exchange Agent shall be entitled to deduct and withhold from the consideration DuPont Shares (or cash in lieu of fractional DuPont Shares) otherwise payable pursuant to this Agreement to any holder of Commodore Capital Stock or Lanxide Capital shares of Common Stock such amounts as Commodore DuPont or the Exchange Agent are required to deduct and withhold under the Internal Revenue Code, or 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 Commodore DuPont or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Commodore Capital Stock or Lanxide Capital shares of Common Stock in respect of whom such deduction and withholding was made by Commodore DuPont or the Exchange Agent.