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.
Appears in 18 contracts
Samples: V Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger and Reorganization (Stantec Inc), Agreement and Plan of Merger (Commonwealth Industries Inc/De/)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, 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, made such deduction and withholding.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Compagnie De Saint Gobain), Agreement and Plan of Merger (Novell Inc), Agreement and Plan of Merger (Hilton Hotels Corp)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 2 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Phelps Dodge Corp), Agreement and Plan of Merger and Reorganization (Affymetrix Inc), Agreement and Plan of Merger (Computer Network Technology Corp)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 3 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, 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, made such deduction and withholding.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (STG Oms Acquisition Corp), Agreement and Plan of Merger (Sodexho Marriott Services Inc), Agreement and Plan of Merger (Comshare Inc)
Withholding Rights. Each of Parent and 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 shares of Company Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the βCodeβ), or any provision of other applicable state, local or foreign tax lawTax Law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts (i) shall be remitted by Parent or the Surviving Corporation, as the case may be, to the applicable Governmental Entity, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Concord Communications Inc), Agreement and Plan of Merger (Niku Corp), Agreement and Plan of Merger (Computer Associates International Inc)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 2 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 federal, state, local or foreign tax lawLaw. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, 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, made such deduction and withholding.
Appears in 6 contracts
Samples: Agreement and Plan of Restructuring and Merger (Keebler Foods Co), Agreement and Plan of Restructuring and Merger (Kellogg Co), Agreement and Plan of Merger (Keebler Foods Co)
Withholding Rights. Each Notwithstanding anything else contained herein to the contrary, each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 1 and Article 2 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 Tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Person in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (RP Management, LLC), Agreement and Plan of Merger (Ramius Value & Opportunity LLC), Agreement and Plan of Merger (Cypress Bioscience Inc)
Withholding Rights. Each of the Surviving Corporation Corporation, Parent and Parent the Exchange Agent 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 lawLaw. To the extent that amounts are so withheld by the Surviving Corporation Corporation, Parent or Parentthe Exchange Agent, 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 Corporation, Parent or Parentthe Exchange Agent, as the case may be.
Appears in 6 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ariba Inc), Agreement and Plan of Merger (Conductus Inc), Agreement and Plan of Merger and Reorganization (Ariba Inc)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any person pursuant to this Agreement to any holder of Shares Article 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 federal, 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 shares of Company Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Digital Equipment Corp), Agreement and Plan of Merger (Tandem Computers Inc /De/), Agreement and Plan of Merger (Compaq Computer Corp)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 2 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, 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, made such deduction and withholding.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Mercury Interactive Corporation), Agreement and Plan of Merger (Rj Reynolds Tobacco Holdings Inc), Agreement and Plan of Merger (Nabisco Inc)
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 Company 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 lawLaw. To the extent that amounts are so deducted or 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 Company Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 5 contracts
Samples: Agreement and Plan of Merger And (Chippac Inc), Agreement and Plan of Merger (Temasek Holdings LTD), Agreement and Plan of Merger And (Chippac Inc)
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 shares of Company Common Stock 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 shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Clear Channel Communications Inc), Agreement and Plan of Merger (Universal Outdoor Holdings Inc), Amended and Restated Agreement and Plan of Merger (Amerus Life Holdings Inc)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 2 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Ade Corp), Agreement and Plan of Merger (Kla Tencor Corp), Agreement and Plan of Merger (Morgan Stanley)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article I 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 federal, state, local or foreign tax Tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Common Stock or the holder of an Option, as the case may be, in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Huneeus Vintners LLC), Agreement and Plan of Merger (Constellation Brands, Inc.), Agreement and Plan of Merger (Chalone Wine Group LTD)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article III 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Solo Texas, LLC), Agreement and Plan of Merger (Sweetheart Holdings Inc \De\), Agreement and Plan of Merger (Polyvision Corp)
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 Company Shares or Company Stock Options 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 lawLaw. 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 Company Shares or Company Stock Options in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ispat International Nv), Agreement and Plan of Merger and Reorganization (Mittal Steel Co N.V.), Agreement and Plan of Merger and Reorganization (International Steel Group Inc)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 2 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 federal, 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 Company Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Symmetricom Inc), Agreement and Plan of Merger (Symmetricom Inc), Agreement and Plan of Merger (Truetime Inc)
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 Certificates 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 Certificates in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (General Electric Co), Agreement and Plan of Merger (Biovail Corporation International), Agreement and Plan of Merger (Elan Corp PLC)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 2 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 statenational, federal, state or local or foreign tax Tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Telewest Global Inc), Agreement and Plan of Merger (NTL Inc), Agreement and Plan of Merger (Telewest Global Inc)
Withholding Rights. Each of Parent and 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 shares of Company Common Stock 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 shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Iq Software Corp), Agreement and Plan of Merger (Leukosite Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc)
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 CodeCode and the rules and regulations promulgated thereunder, 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.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Morton Acquisition Corp), Agreement and Plan of Merger (Rohm & Haas Co), Agreement and Plan of Merger (Rohm & Haas Co)
Withholding Rights. Each of Parent and 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 other applicable state, local or foreign tax Tax law. To the extent that amounts are so withheld by Parent or the Surviving Corporation or ParentCorporation, as the case may be, such withheld amounts (i) shall be remitted by Parent or the Surviving Corporation, as applicable, to the applicable Governmental Entity, and (ii) 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 Parent or the Surviving Corporation or ParentCorporation, as the case may be.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (McJunkin Red Man Holding Corp), Agreement and Plan of Merger (McJunkin Red Man Corp), Agreement and Plan of Merger (Goldman Sachs Group Inc)
Withholding Rights. Each of the Surviving Corporation and Parent ------------------ Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares person 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 ParentPurchaser, 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 a person in respect of which such deduction and withholding was made by the Surviving Corporation or ParentPurchaser, as the case may be.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gateway 2000 Inc), Agreement and Plan of Merger (Advanced Logic Research Inc), Agreement and Plan of Merger (Gateway 2000 Inc)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any person pursuant to this Agreement to any holder of Shares Article 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Common Stock or options or other rights in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (McDermott Acquisition Co Inc), Agreement and Plan of Merger (McDermott International Inc), Agreement and Plan of Merger (McDermott J Ray Sa)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold withhold, or cause the Disbursing Agent to deduct and withhold, from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 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 federal, state, local or foreign tax lawLaw. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, 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, made such deduction and withholding.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wiser Oil Co), Agreement and Plan of Merger (Forest Oil Corp), Stockholder Agreement (Wiser Oil Co)
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 lawTax 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Auto Data Network), Agreement and Plan of Merger (Cell Pathways Inc /De), Agreement and Plan of Merger (Osi Pharmaceuticals Inc)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be timely remitted to the applicable Taxing Authority and shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Thayer Equity Investors Iii Lp), Agreement and Plan of Merger (Saga Systems Inc /De/), Agreement and Plan of Merger (Software Ag)
Withholding Rights. Each of Parent and 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 Company Common Stock 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 Tax law. To the extent that amounts are so withheld by Parent or the Surviving Corporation or ParentCorporation, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the such holder of the Shares in respect of which such deduction and withholding was made by Parent or the Surviving Corporation or ParentCorporation, as the case may be.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Macrochem Corp), Agreement and Plan of Merger (Macrochem Corp), Agreement and Plan of Merger (Access Pharmaceuticals Inc)
Withholding Rights. Each of Parent and 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 Company Common Stock or Company Preferred Stock 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 Tax law. To the extent that amounts are so withheld by Parent or the Surviving Corporation or ParentCorporation, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the such holder of the Shares in respect of which such deduction and withholding was made by Parent or the Surviving Corporation or ParentCorporation, as the case may be.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Access Pharmaceuticals Inc), Agreement and Plan of Merger (Access Pharmaceuticals Inc), Agreement and Plan of Merger (Somanta Pharmaceuticals Inc.)
Withholding Rights. Each of the Surviving Corporation and Parent shall will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares shares of Company Common Stock 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 shares of Company Common Stock in respect of which such deduction and withholding was were made by the Surviving Corporation or Parent, as the case may be.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Liberty Satellite & Technology Inc), Agreement and Plan of Merger (On Command Corp), Agreement and Plan of Merger (Liberty Satellite & Technology Inc)
Withholding Rights. Each of the The Surviving Corporation and Corporation, Parent or Sub shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Shares or Options such amounts (each a "Withholding Amount") as it the Surviving Corporation, Parent or Sub is required to deduct and withhold with respect to the making of such payment under the CodeCode (as hereinafter defined), or any provision of state, local or foreign tax law, including, without limitation, withholdings required in connection with payments with respect to Company Stock Options held by employees of the Company. To the extent that amounts are so withheld by the Surviving Corporation Corporation, Parent or Parent, as the case may beSub, 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 bemade.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cort Business Services Corp), Agreement and Plan of Merger (Egan Charles), Agreement and Plan of Merger (Sherrill Stephen)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article III, 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, 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, made such deduction and withholding.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Oracle Corp /De/), Agreement and Plan of Merger (Peoplesoft Inc), Agreement and Plan of Merger (Oracle Corp /De/)
Withholding Rights. Each of Notwithstanding anything to the contrary herein, Parent, the Company, the Surviving Corporation and Parent any of their respective Affiliates or agents shall be entitled to deduct and withhold from the consideration any amounts otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it is are required to deduct and withhold with respect be deducted or withheld under the Code or any other Tax Applicable Law. Any amounts so deducted or withheld shall, to the making of such payment under extent paid over to the Codeappropriate Taxing Authority, 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 Person in respect of which such deduction and or withholding was made by the Surviving Corporation or Parent, as the case may bemade.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (PGT Innovations, Inc.), Agreement and Plan of Merger (Masonite International Corp), Agreement and Plan of Merger (PGT Innovations, Inc.)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold withhold, or cause the Disbursing Agent to deduct and withhold, from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 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 federal, state, local or foreign tax lawTax Law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, 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, made such deduction and withholding.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dune Energy Inc), Agreement and Plan of Merger (Eos Petro, Inc.), Agreement and Plan of Merger (Parallel Petroleum Corp)
Withholding Rights. Each of the Company, the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any person pursuant to this Agreement to any holder of Shares Article 1 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by the Company, 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 Company, the Surviving Corporation or Parent, as the case may be.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Edwards J D & Co), Agreement and Plan of Merger (Edwards J D & Co), Amended and Restated Agreement and Plan of Merger (Edwards J D & Co)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration Merger Consideration otherwise payable pursuant to this Agreement to any holder of Shares shares of Company Stock such amounts as it is required to deduct and withhold with in respect to of the making of such payment under the CodeInternal Revenue Code of 1986, as amended, the rules and regulations thereunder or any provision of state, local or foreign tax applicable 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 Company Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Patron Systems Inc), Agreement and Plan of Merger (Combined Professional Services Inc), Agreement and Plan of Merger (Patron Systems Inc)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 3 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Central Newspapers Inc), Agreement and Plan of Merger (Pulliam Myrta J), Agreement and Plan of Merger (Gannett Co Inc /De/)
Withholding Rights. Each of the Surviving Corporation and Parent (and their agents, if applicable) shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares shares of Company Stock 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 shares of Company Stock in respect of which such deduction and withholding was were made by the Surviving Corporation or Parent, as the case may be.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Barpoint Com Inc), Agreement and Plan of Merger (Grant Ventures Inc), Agreement and Plan of Merger (Grant Ventures Inc)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold withhold, or cause the Disbursing Agent to deduct and withhold, from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article III 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 federal, state, local or foreign tax lawTax Law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, 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, made such deduction and withholding.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wabash National Corp /De), Agreement and Plan of Merger (Supreme Industries Inc), Agreement and Plan of Merger (Supervalu Inc)
Withholding Rights. Each Notwithstanding anything else contained herein to the contrary, each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article I and Article II 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 lawTax Law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Person in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mueller Industries Inc), Agreement and Plan of Merger (Tecumseh Products Co), Agreement and Plan of Merger (Tecumseh Products Co)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article IV 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 lawany Law relating to Taxes. To the extent that amounts are so deducted or withheld by the Surviving Corporation or Parent, as the case may be, and paid over to the applicable governmental entity, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Shareholders in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fortune Brands Inc), Agreement and Plan of Merger (Fortune Brands Inc)
Withholding Rights. Each of the Parent and Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration Merger Consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article III 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 federal, state, or local law with respect to Taxes. If Parent or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or ParentCorporation, as the case may be, so withholds any such withheld amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares applicable stockholder in respect of which such deduction and withholding was made by the Parent or Surviving Corporation or ParentCorporation, as the case may be, made such deduction or withholding.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carters Inc), Agreement and Plan of Merger (Oshkosh B Gosh Inc)
Withholding Rights. Each of Parent and 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 other applicable state, local or foreign tax Tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts (i) shall be remitted by Parent or the Surviving Corporation, as applicable, to the applicable Governmental Authority, and (ii) 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hanmi Financial Corp), Agreement and Plan of Merger (Hanmi Financial Corp)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any person pursuant to this Agreement to any holder of Shares Article 1 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 federal, 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 shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alliedsignal Inc), Agreement and Plan of Merger (Honeywell Inc)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration Share 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 CodeCode and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax lawapplicable 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 to which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unitrode Corp), Agreement and Plan of Merger (Texas Instruments Inc)
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 lawLaw. 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ddi Corp), Agreement and Plan of Merger (Target Therapeutics Inc)
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 Company Common Stock 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 the Parent, as the case may be, such withheld amounts shall be treated for all purposes of this the Agreement as having been paid to the holder of the Shares shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Northeast Utilities System), Agreement and Plan of Merger (Northeast Utilities System)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration Merger 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 lawLaw. 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 holders of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may bededuction.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medco Health Solutions Inc), Agreement and Plan of Merger (Accredo Health Inc)
Withholding Rights. Each of the Surviving Corporation Company 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 Company 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 person in respect of which such deduction and withholding was made by the Surviving Corporation Company or Parent, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Spectrum Organic Products Inc), Agreement and Plan of Merger (Hain Celestial Group Inc)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration Merger Consideration otherwise payable pursuant to this Agreement to any holder of Shares of such amounts as it is required to deduct and withhold with respect to the making of such payment under the CodeCode and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax lawother 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 to which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nfo Worldwide Inc), Agreement and Plan of Merger (Interpublic Group of Companies Inc)
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 Company Common Stock such amounts as it determines 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 holders of the Shares Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kimco Realty Corp), Agreement and Plan of Merger (Atlantic Realty Trust)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration Merger 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 stateUnited States federal, local state or foreign tax local, or any foreign, Tax law. To the extent that amounts are so withheld and paid over to or deposited with the relevant Governmental Authority by Parent or the Surviving Corporation or ParentCorporation, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable holder of the Shares in respect of which Parent made such deduction and withholding was made by the Surviving Corporation or Parent, as the case may bewithholding.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Santarus Inc), Agreement and Plan of Merger (Santarus Inc)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to Article 2 any holder of Shares such amounts as that it is required to deduct and withhold with respect to the making of such that payment under the Code, or any provision of federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, such withheld so withholds amounts, those amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made that deduction and withholding.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (V F Corp), Agreement and Plan of Merger (Vans Inc)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration Merger 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 CodeCode and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax lawa Law relating to Taxes. 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 to which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 2 contracts
Samples: Defined Terms (Georgia Pacific Corp), Defined Terms (Unisource Worldwide Inc)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold withhold, or cause the Disbursing Agent to deduct and withhold, from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, 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, made such deduction and withholding.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Encana Corp), Agreement and Plan of Merger (Brown Tom Inc /De)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration Merger Consideration otherwise payable to any person pursuant to this Agreement to any holder of Shares Article 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, 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, made such deduction and withholding.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Daniel Industries Inc), Agreement and Plan (Emersub Lxxiv Inc)
Withholding Rights. Each of To the extent the Surviving Corporation and or Parent shall be is required or 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 shares of Company Common Stock with respect to the making of such payment under the Code, Code or any provision of stateany other Tax Law, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority 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 shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Johnson Controls Inc), Agreement and Plan of Merger (York International Corp /De/)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person (as defined in Section 10.16) pursuant to this Agreement to any holder of Shares Article I 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 federal, state, local 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 shares of Company Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sonat Inc), Agreement and Plan of Merger (Zilkha Michael)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 2 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 federal, state, local or foreign tax lawTax 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 Company Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 2 contracts
Samples: Employment Agreement (Vfinance Inc), Employment Agreement (National Holdings Corp)
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 Certificates such amounts as it is they are required to deduct and withhold with respect to the making of such payment under the Code, or any applicable 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 Certificates in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Krispy Kreme Doughnuts Inc), Agreement and Plan of Merger (Montana Mills Bread Co Inc)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 2 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 federal, state, local or foreign tax Tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Shares, options or warrants, as the case may be, in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shire Pharmaceuticals Group PLC), Agreement and Plan of Merger (Transkaryotic Therapies Inc)
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 or Company Stock Options, 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 or Company Stock Options in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Publicis Groupe Sa), Agreement and Plan of Merger (Bcom3 Group Inc)
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 shares of Company Common Stock 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 lawLaw. 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 shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Covance Inc), Agreement and Plan of Merger (Parexel International Corp)
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 Company Common Stock and to HSW 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 Company Common Stock or to HSW in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intac International Inc), Agreement and Plan of Merger (Intac International Inc)
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 shares of Company Common Stock 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 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 shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NCS Healthcare Inc), Agreement and Plan of Merger (Genesis Health Ventures Inc /Pa)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable deliverable to any Person pursuant to this Agreement to any holder of Shares Article 3 such amounts amount as it is required to deduct and withhold with respect to the making of such payment delivery under the Code, or any provision of federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may beParent made such deduction and withholding.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tyson Foods Inc), Agreement and Plan of Merger (Tyson Foods Inc)
Withholding Rights. Each of Parent and the Surviving Corporation and Parent shall shall, to the fullest extent permitted by applicable Laws, be entitled to deduct and withhold from the consideration otherwise Per Share Merger Consideration payable pursuant to this Agreement to any holder of Shares Person such amounts as it is required to deduct and withhold with respect to the making of from such payment under any applicable Laws. If the CodePayment Agent, Parent or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or ParentCorporation, as the case may be, deducts or withholds any such withheld amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Person in respect of which such deduction and withholding was made by whom the Payment Agent, Parent or the Surviving Corporation or ParentCorporation, as the case may bemaybe, made such deduction and withholding.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Steel Partners Holdings L.P.), Agreement and Plan of Merger (Steel Connect, Inc.)
Withholding Rights. Each of the Surviving Corporation and Parent shall will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares shares of Company Common Stock 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 will be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clear Channel Communications Inc), Agreement and Plan of Merger (Ackerley Group Inc)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold withhold, or cause the Disbursing Agent to deduct and withhold, from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article II 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 federal, state, local or foreign tax lawTax Law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Agrium Inc), Agreement and Plan of Merger (Uap Holding Corp)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration Merger Consideration (and any dividends or distributions thereon) otherwise payable pursuant to this Agreement hereunder to any holder of Shares Person 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 federal, state, local or foreign income tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may beParent so withholds those amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Common Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chubb Corp), Agreement and Plan of Merger (Executive Risk Inc /De/)
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 Company Common Stock 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 lawTax 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 Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quest Diagnostics Inc), Agreement and Plan of Merger (Unilab Corp /De/)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 1 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 federal, 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 shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chevron Corp), Agreement and Plan of Merger (Texaco Inc)
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 CodeCode and the Treasury Regulations, 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Florida Public Utilities Co), Agreement and Plan of Merger (Chesapeake Utilities Corp)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration Merger Consideration (and any dividends or distributions thereon) otherwise payable pursuant to this Agreement hereunder to any holder of Shares Person 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 federal, state, local or foreign income tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may beParent so withholds those amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Upm Kymmene Corp), Agreement and Plan of Merger (Champion International Corp)
Withholding Rights. Each of Parent and the Surviving Corporation and Parent shall be entitled to deduct and withhold withhold, or cause to be deducted or withheld, from the consideration otherwise payable any payment made pursuant to this Agreement to any holder of Shares Article II, such amounts as it is are required to deduct be deducted and withhold withheld with respect to the making of such payment under the Code, or any provision of applicable state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may bededucted and withheld, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares such holders in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may bemade.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ipayment Inc), Agreement and Plan of Merger (Ipayment Inc)
Withholding Rights. Each of the The Surviving Corporation and Parent or the Parent, as the case may be, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares Person 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 amounts withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares such Person in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, Parent as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HSB Group Inc), Agreement and Plan of Merger (American International Group Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (C Me Run Corp), C Me Run Corp
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 Company Common Stock 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 Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dycom Industries Inc)
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 Certificates 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 Certificates in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 1 contract
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any person pursuant to this Agreement to any holder of Shares Article I 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 federal, 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 shares of Honeywell Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
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Samples: Agreement and Plan of Merger (Honeywell International Inc)
Withholding Rights. Each of the Surviving Corporation Entity and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares Company Stock 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 Entity 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 Company Stock in respect of which such deduction and withholding was made by the Surviving Corporation Entity or Parent, as the case may be.
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Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration any amounts otherwise payable pursuant to this Agreement to any holder of Shares a Certificate such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision provisions of state, local or foreign tax lawLaw (as defined in Section 3.5). 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 agreement as having been paid to the holder of the Shares a Certificate in respect of to which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
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Samples: Agreement and Plan of Merger (Automatic Data Processing Inc)
Withholding Rights. Each of The Parent and 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 shares of the Company Common Stock, such amounts as it the Parent or the Surviving Corporation, as applicable, is required to deduct and withhold with respect pursuant to the making of such payment applicable rules under the Code, or any provision of state, local or foreign tax lawTax Law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may beso contemplated, 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 Person to whom such deduction and withholding was made by the Surviving Corporation or Parent, as the case may beamounts would otherwise have been paid.
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Samples: Agreement and Plan of Merger (Mateon Therapeutics Inc)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any person pursuant to this Agreement to any holder of Shares Article 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, 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, made such deduction and withholding.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Edb 4tel Acquisition Corp)
Withholding Rights. Each of Parent or 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 Certificates such amounts as it Parent or the Surviving Corporation 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 and paid over to the appropriate taxing authority by Parent or the Surviving Corporation or Parent, as the case may beCorporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Certificates in respect of which such deduction and withholding was made by Parent or the Surviving Corporation or Parent, as the case may beCorporation.
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Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Capital Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.
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Samples: Agreement and Plan Of (Ventro Corp)
Withholding Rights. Each of the Parent and 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 shares of Company Stock such amounts as it reasonably determines that it is required to deduct and withhold with respect to the making of such payment under the Code, or any other applicable provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the 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 shares of Company Stock in respect of which such deduction and withholding was made by the Surviving Corporation or the Parent, as the case may be.
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Withholding Rights. Each of the Parent and the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares ARTICLE II such amounts as it is may be required to deduct be deducted and withhold withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign tax lawTax Laws. To the extent that amounts are so deducted and withheld by the Parent or the Surviving Corporation or ParentCorporation, 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 Person in respect of which such deduction and withholding was made by the Parent or the Surviving Corporation or ParentCorporation, as the case may be, made such deduction and withholding.
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Samples: Agreement and Plan of Merger (White River Energy Corp.)
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 Shareholders such amounts as it is required to deduct and withhold with respect to the making of such payment under the CodeCode and the Treasury Regulations, 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 Shareholders in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
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Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Person in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.
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Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article such amounts as it is required by law to deduct and withhold with respect to the making of such payment under the Code, or any provision of federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Capital Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.
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Withholding Rights. Each of the Surviving Corporation and ------------------ Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article I 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 federal, 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 shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
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Withholding Rights. Each of the The Surviving Corporation and or 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 the Surviving Corporation or Parent is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, U.S. state or local or foreign tax lawTax Law. To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority 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 party otherwise entitled to receive such payment in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
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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 Company Shares and any Optionholder 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 lawTax 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 Company Shares or the Optionholder in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (GateHouse Media, Inc.)
Withholding Rights. Each of Parent and 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 may be required to deduct be deducted and withhold withheld with respect to the making of such payment under the CodeCode and the rules and regulations promulgated thereunder, or under any provision of any state, local or foreign tax lawLaw with respect to Taxes. To the extent that amounts are so withheld by and paid over to the Surviving Corporation or Parent, as the case may beappropriate Taxing Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Person in respect of which such deduction and withholding was made by Parent or the Surviving Corporation or Parent, as the case may be.. ARTICLE IV DETERMINATION OF AGGREGATE MERGER CONSIDERATION; CLOSING ESTIMATES AND PURCHASE PRICE ADJUSTMENTS
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Samples: Agreement and Plan of Merger (Michael Foods Inc/New)
Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article II 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 federal, 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 Company Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.
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Withholding Rights. Each of Parent or the Surviving Corporation and Parent shall will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares Equityholder such amounts as it Parent or the Surviving Corporation 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 and paid over to the appropriate taxing authority by Parent or the Surviving Corporation or Parent, as the case may beCorporation, such withheld amounts shall will be treated for all purposes of this Agreement as having been paid to the holder of the Shares Equityholders in respect of which such deduction and withholding was made by Parent or the Surviving Corporation or Parent, as the case may beCorporation.
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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 shares of Company Common Stock 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 8 all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.. (j)
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amvestors Financial Corp)
Withholding Rights. Each of Parent, Holdings, Surviving LLC and the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration Merger Consideration otherwise payable pursuant to this Agreement to any holder of Shares Company Capital Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, Code or any provision of state, local local, provincial or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may bewithheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Company Capital Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may bemade.
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Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 2 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.
Appears in 1 contract
