Withholding of Cash or Class A Common Stock Permitted. If (x) the Company or the Managing Member shall be required to withhold any amounts by reason of any federal, state, local, or non-U.S. tax laws or regulations in respect of any Exchange or (y) the applicable Member has unpaid amounts described in Section 4.4(c) of this Annex C, the Company, or the Managing Member, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements or satisfy such payment obligations, including, at its option, withholding cash from the Cash Settlement or shares of Class A Common Stock with a Fair Market Value equal to the amount of any taxes that the Company or the Managing Member, as the case may be, may be required to withhold or the Member may be required to pay with respect to such Exchange. To the extent that amounts are (or property is) so withheld and, if required, paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Member.
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Samples: Limited Liability Company Agreement (Rubicon Technologies, Inc.), Agreement and Plan of Merger (Founder SPAC)
Withholding of Cash or Class A Common Stock Permitted. If (x) the Company Partnership or the Managing Member General Partner shall be required to withhold any amounts by reason of any federal, state, local, or non-U.S. tax laws or regulations in respect of any Exchange or (y) the applicable Member Partner has unpaid amounts described in Section 4.4(c) of this Annex CB, the CompanyPartnership, or the Managing MemberGeneral Partner, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements or satisfy such payment obligations, including, at its option, withholding cash from the Cash Settlement or shares of Class A Common Stock with a Fair Market Value equal to the amount of any taxes that the Company Partnership or the Managing MemberGeneral Partner, as the case may be, may be required to withhold or the Member Partner may be required to pay with respect to such Exchange. To the extent that amounts are (or property is) so withheld and, if required, and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable MemberPartner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Excelerate Energy, Inc.)
Withholding of Cash or Class A Common Stock Permitted. If (x) the Company Partnership or the Managing Member General Partner shall be required to withhold any amounts by reason of any federal, state, local, or non-U.S. tax laws or regulations in respect of any Exchange or (y) the applicable Member Partner has unpaid amounts described in Section Section 4.4(c) of this Annex CB, the CompanyPartnership, or the Managing MemberGeneral Partner, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements or satisfy such payment obligations, including, at its option, withholding cash from the Cash Settlement or shares of Class A Common Stock with a Fair Market Value equal to the amount of any taxes that the Company Partnership or the Managing MemberGeneral Partner, as the case may be, may be required to withhold or the Member Partner may be required to pay with respect to such Exchange. To the extent that amounts are (or property is) so withheld and, if required, and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Member.Partner. B-10
Appears in 1 contract
Samples: Limited Partnership Agreement (Excelerate Energy, Inc.)