Common use of Withholding Obligations Clause in Contracts

Withholding Obligations. (a) At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision as directed by the Company (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent directed by the Company), for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with your option. (b) The Company may, in its sole discretion, and in compliance with any applicable conditions or restrictions of law, withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. (c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein.

Appears in 2 contracts

Samples: Option Agreement (Genoptix Inc), Stock Option Agreement (American Reprographics CO)

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Withholding Obligations. (a) At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision as directed by the Company for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent directed permitted by the Company), for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option. (b) The Company mayUpon your request and subject to approval by the Company, in its sole discretion, and in compliance with any applicable legal conditions or restrictions of lawrestrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law. Any law (or such lower amount as may be necessary to avoid adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibilityaccounting consequences. (c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release unless such shares of Common Stock from any escrow provided for hereinobligations are satisfied.

Appears in 2 contracts

Samples: Option Agreement (Verenium Corp), Option Agreement (Verenium Corp)

Withholding Obligations. (a) At the time you exercise your option, in whole or in part, or and at any time thereafter as requested by the CompanyCompany requests, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision as directed by the Company for (including by means of a “cashless exercisesame day sale” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent directed permitted by the Company), for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which any Affiliate that arise in connection with the exercise of your option. (b) The If your option is a Nonstatutory Stock Option, then upon your request and subject to approval by the Company may, in its sole discretion, and in compliance with any applicable legal conditions or restrictions of lawrestrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law. Any adverse consequences law (or such lower amount as may be necessary to you arising in connection with such share withholding procedure shall be avoid classification of your sole responsibilityoption as a liability for financial accounting purposes). (c) You may not exercise your option unless the tax withholding obligations of the Company and/or and any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall will have no obligation to issue a certificate for such shares of Common Stock or release unless such shares of Common Stock from any escrow provided for hereinobligations are satisfied.

Appears in 2 contracts

Samples: Option Agreement (Blue Nile Inc), Option Agreement (Ruckus Wireless Inc)

Withholding Obligations. (a) At the time you exercise your optionOption, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision as directed by the Company for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent directed permitted by the Company), for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliatea Subsidiary, if any, which arise in connection with your optionOption. (b) The Company mayUpon your request and subject to approval by the Company, in its sole discretion, and in compliance with any applicable conditions or restrictions of law, the Company may withhold from fully vested shares of Common Stock Shares otherwise issuable to you upon the exercise of your option Option a number of whole shares of Common Stock Shares having a Fair Market ValueValue per Share, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. (c) You may not exercise your option Option unless the tax withholding obligations of the Company and/or any Affiliate Subsidiary are satisfied. Accordingly, you may not be able to exercise your option Option when desired even though your option Option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock Shares or release such shares of Common Stock Shares from any escrow provided for herein.

Appears in 2 contracts

Samples: Stock Option Agreement (Dendreon Corp), Incentive Stock Option Agreement (Dendreon Corp)

Withholding Obligations. (a) At the time you exercise your optionOption, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision as directed by the Company for (including by means of a "cashless exercise" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent directed permitted by the Company), for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with your optionOption. (b) The Company mayUpon your request and subject to approval by the Company, in its sole discretion, and in compliance with any applicable conditions or restrictions of law, the Company may withhold from fully vested shares of the Company's Common Stock otherwise issuable to you upon the exercise of your option Option a number of whole shares of the Company's Common Stock having a Fair Market Valuefair market value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. (c) You may not exercise your option Option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option Option when desired even though your option Option is vested, and the Company shall have no obligation to issue a certificate for such shares of the Company's Common Stock or release such shares of Common Stock from any escrow provided for hereinStock.

Appears in 2 contracts

Samples: Stock Option Agreement (Island Pacific Inc), Stock Option Agreement (Island Pacific Inc)

Withholding Obligations. (a) At the time you exercise your option, in whole or in part, or and at any time thereafter as requested by the CompanyCompany requests, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision as directed by the Company for (including by means of a “cashless exercisesame day sale” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent directed permitted by the Company), for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which any Affiliate that arise in connection with the exercise of your option. (b) The Upon your request and subject to approval by the Company may, in its sole discretion, and in compliance with any applicable legal conditions or restrictions of lawrestrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law. Any adverse consequences law (or such lower amount as may be necessary to you arising in connection with such share withholding procedure shall be avoid classification of your sole responsibilityoption as a liability for financial accounting purposes). (c) You may not exercise your option unless the tax withholding obligations of the Company and/or and any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall will have no obligation to issue a certificate for such shares of Common Stock or release unless such shares of Common Stock from any escrow provided for hereinobligations are satisfied.

Appears in 1 contract

Samples: Option Agreement (Nonstatutory Stock Option) (Blue Nile Inc)

Withholding Obligations. (a) At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision as directed by the Company for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent directed permitted by the Company), for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option. (b) The Company mayUpon your request and subject to approval by the Company, in its sole discretion, and in compliance with any applicable legal conditions or restrictions of lawrestrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law. Any law (or such lower amount as may be necessary to avoid adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibilityaccounting consequences). (c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release unless such shares of Common Stock from any escrow provided for hereinobligations are satisfied.

Appears in 1 contract

Samples: Stock Option Agreement (TorreyPines Therapeutics, Inc.)

Withholding Obligations. (a) At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision as directed by the Company for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent directed permitted by the Company), for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an a Subsidiary or Affiliate, if any, which arise in connection with your option. (b) The Company mayUpon your request and subject to approval by the Company, in its sole discretion, and in compliance with any applicable conditions or restrictions of law, the Company may withhold from fully vested shares of Common Stock Shares otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock Shares having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. (c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Subsidiary or Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein.

Appears in 1 contract

Samples: Stock Option Agreement (Labor Ready Inc)

Withholding Obligations. (a) At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision as directed by the Company for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent directed permitted by the Company), for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option. (b) The Company mayUpon your request and subject to approval by the Company, in its sole discretion, and in compliance with any applicable legal conditions or restrictions of lawrestrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law. Any adverse consequences law (or such lower amount as may be necessary to you arising in connection with such share withholding procedure shall be your sole responsibilityavoid variable award accounting). (c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for hereinherein unless such obligations are satisfied.

Appears in 1 contract

Samples: Option Agreement (Onyx Pharmaceuticals Inc)

Withholding Obligations. (a) At the time you exercise your option, in whole or in part, or and at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision as directed by the Company for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent directed by the Company), for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with your option.by (b) The Company may, in its sole discretionUpon your request and subject to approval by the Company, and in compliance with any applicable legal conditions or restrictions of lawrestrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law. Any adverse consequences law (or such lower amount as may be necessary to you arising in connection with such share withholding procedure shall be avoid classification of your sole responsibilityoption as a liability for financial accounting purposes). (c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall will have no obligation to issue a certificate for such shares of Common Stock or release unless such shares of Common Stock from any escrow provided for hereinobligations are satisfied.

Appears in 1 contract

Samples: Option Agreement (Portola Pharmaceuticals Inc)

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Withholding Obligations. (a) At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision as directed by the Company (including by means of a "cashless exercise" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent directed by the Company), for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with your option. (b) The Company may, in its sole discretion, and in compliance with any applicable conditions or restrictions of law, withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. (c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein.

Appears in 1 contract

Samples: Stock Option Agreement (American Reprographics CO)

Withholding Obligations. (a) At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision as directed by the Company for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent directed permitted by the Company), for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option. (b) The Company mayUpon your request and subject to approval by the Company, in its sole discretion, and in compliance with any applicable conditions or restrictions of law, you may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option option, a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum maximum amount of tax required to be withheld by law. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. (c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for hereinherein unless such obligations are satisfied.

Appears in 1 contract

Samples: Option Agreement (Biotelemetry, Inc.)

Withholding Obligations. (a) At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision as directed by the Company for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent directed permitted by the Company), for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option. (b) The Company mayUpon your request and subject to approval by the Company, in its sole discretion, and in compliance with any applicable legal conditions or restrictions of lawrestrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law. Any law (or such lower amount as may be necessary to avoid adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibilityaccounting consequences). (c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for hereinherein unless such obligations are satisfied.

Appears in 1 contract

Samples: Stock Option Agreement (Cymer Inc)

Withholding Obligations. (a) At the time you exercise your optionOption, in whole or in part, or and at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision as directed by the Company for (including by means of a “cashless exercisesame day sale” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent directed permitted by the Company), for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your optionOption. (b) The Company may, in its sole discretionUpon your request and subject to approval by the Company, and in compliance with any applicable legal conditions or restrictions of lawrestrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option Option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum maximum amount of tax required to be withheld by lawlaw (or such lower amount as may be necessary to avoid classification of your Option as a liability for financial accounting purposes). . Any adverse consequences to you arising in connection with such share withholding procedure shall will be your sole responsibility.. ​ (c) You may not exercise your option Option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option Option when desired even though your option Option is vested, and the Company shall will have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein., if applicable, unless such obligations are satisfied. ​

Appears in 1 contract

Samples: Option Agreement (Atreca, Inc.)

Withholding Obligations. (a) At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision as directed by the Company for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent directed permitted by the Company), for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with your option. (b) The Company mayUpon your request and subject to approval by the Company, in its sole discretion, and in compliance with any applicable conditions or restrictions of law, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. (c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for hereinStock.

Appears in 1 contract

Samples: Stock Option Agreement (Zumiez Inc)

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