Common use of Withholding Rights Clause in Contracts

Withholding Rights. Parent, the Surviving Corporation or the Paying Agent, as applicable, shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent, the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code or any other Law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity by Parent, the Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Agent.

Withholding Rights. Each of the Paying Agent, Parent, the Surviving Corporation or the Paying Agent, as applicable, and Merger Co shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock Shares such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under applicable Law and pay such withholding amount over to the Code or any other Lawappropriate taxing authority. To the extent that amounts are so properly withheld and paid over to by the appropriate Governmental Entity by Paying Agent, Parent, the Surviving Corporation or Merger Co, as the Paying Agentcase may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock Shares in respect of which such deduction and withholding was made by the Paying Agent, Parent, the Surviving Corporation or Merger Co, as the Paying Agentcase may be.

Withholding Rights. Parent, Each of the Surviving Corporation or the Paying Agent, as applicable, and Parent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (together with the rules and regulations thereunder, the "CODE"), or any other Lawprovision of state, local or foreign Tax law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity by Parent, the Surviving Corporation or Parent, as the Paying Agentcase may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or Parent, as the Paying Agentcase may be.

Withholding Rights. Parent, Each of Parent and the Surviving Corporation or the Paying Agent, as applicable, shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock Shares such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under the Code or any other applicable state, local or foreign Tax Law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity by Parent, the Surviving Corporation or Parent, as the Paying Agentcase may be, such withheld amounts (i) shall be remitted by Parent or the Surviving Corporation 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 of Company Common Stock Shares in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or Parent, as the Paying Agentcase may be.

Withholding Rights. ParentEach of the Exchange Agent, the Surviving Corporation or the Paying Agent, as applicable, and Parent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under the Code Code, or any other provision of state, local or foreign Tax (as defined in Section 3.15(c)) Law. To the extent that amounts are so withheld and paid over to by the appropriate Governmental Entity by ParentExchange Agent, the Surviving Corporation or Parent, as the Paying Agentcase may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was were made by Parentthe Exchange Agent, the Surviving Corporation or Parent, as the Paying Agentcase may be.

Withholding Rights. Each of Parent, the Surviving Corporation or the Paying Agent, as applicable, Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent, the Surviving Corporation or the Paying Agent it reasonably determines that 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 “Code”), or any other provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity Taxing Authority by Parent, the Surviving Corporation or the Paying Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Exchange Agent.

Withholding Rights. Each of Parent, Merger Sub, the Surviving Corporation or and the Paying Agent, as applicable, Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock Shares or Company Options such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of a Tax Law, or pursuant to other Lawapplicable Orders. To the extent that amounts are so withheld and paid over to from the appropriate Governmental Entity by Parent, the Surviving Corporation or the Paying AgentMerger Consideration, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock Shares or Company Options in respect of which whom such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Agentmade.

Withholding Rights. ParentEach of the Paying Agent, the Surviving Corporation or the Paying Agent, as applicable, and Merger Co shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock Shares such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under all applicable Tax laws and pay such withholding amount over to the Code or any other Lawappropriate taxing authority. To the extent that amounts are so properly withheld and paid over to by the appropriate Governmental Entity by ParentPaying Agent, the Surviving Corporation or Merger Co, as the Paying Agentcase may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock Shares in respect of which such deduction and withholding was made by Parentthe Paying Agent, the Surviving Corporation or Merger Co, as the Paying Agentcase may be.

Withholding Rights. Each of Parent, Merger Sub and the Surviving Corporation or the Paying Agent, as applicable, shall be entitled to deduct and withhold withhold, or cause the Exchange Agent to deduct and withhold, from the Merger Consideration consideration otherwise payable to any Person pursuant to this Agreement (including pursuant to any holder of shares of Company Common Stock Section 2.12) such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under the Code or any other provision of state, local or foreign Tax Law. To the extent that amounts are so deducted or withheld and paid over to the appropriate applicable Governmental Entity by Parent, the Surviving Corporation or the Paying AgentTaxing Authority, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock or any Company Stock-Based Award in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Agentmade.

Withholding Rights. Parent, the Surviving Corporation or the Paying Agent, as applicable, Agent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent, the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code or any other Lawprovision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity taxing authority by Parent, the Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Agent.

Withholding Rights. Parent, the Surviving Corporation or the Paying Agent, as applicable, shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock or Company Stock Options such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under the Code Code, and the rules and regulations promulgated thereunder, or any other Lawprovision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity by Parent, the Surviving Corporation or the Paying Agent, as applicable, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock or Company Stock Options in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Agent, as applicable.

Withholding Rights. Parent, Each of the Surviving Corporation or Corporation, Parent and the Paying Agent, as applicable, Agent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such any payment under the Internal Revenue Code of 1986, as amended (the "Code"), or any other Lawprovision of state or local tax law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity by Parent, the Surviving Corporation Corporation, Parent or the Paying 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 of Company Common Stock in respect of which such deduction and withholding was made by Parent, the Surviving Corporation Corporation, Parent or the Paying Agent, as the case may be.

Withholding Rights. Each of the Parent, Merger Sub, the Company, the Surviving Corporation or and the Paying Agent, as applicable, Agent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such or any other recipient of payments hereunder any amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under the Code Code, or any other Lawapplicable state, local or foreign Tax law. To the extent that amounts are so withheld and paid over to timely remitted by the appropriate Governmental Entity by Parent, Merger Sub, the Company, the Surviving Corporation or the Paying Agent, as the case may be, to the applicable Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock or other recipient in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Agentmade.

Withholding Rights. ParentEach of the Paying Agent, the Surviving Corporation or the Paying Agent, as applicable, and Parent shall be entitled to deduct and withhold from the Merger Consideration any amounts otherwise payable pursuant to this Agreement to any holder of shares of Shares or Company Common Stock Options such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under all applicable Tax laws and pay such withholding amount over to the Code or any other Lawappropriate taxing authority. To the extent that amounts are so properly withheld and paid over to by the appropriate Governmental Entity by ParentPaying Agent, the Surviving Corporation or Parent, as the Paying Agentcase may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Shares or Company Common Stock Options in respect of which such deduction and withholding was made by Parentthe Paying Agent, the Surviving Corporation or Parent, as the Paying Agentcase may be.

Withholding Rights. Parent, The Parent or the Surviving ------------------ Corporation or the Paying Agent, as applicable, shall be entitled to deduct and withhold withhold, or cause the Exchange Agent to deduct or withhold, from the shares of Parent Common Stock and Cash Merger Consideration otherwise payable pursuant to this Agreement to any former holder of shares of Company Common Stock such amounts as Parent, the Surviving Corporation or the Paying Agent is it reasonably determines it was required to deduct and withhold with respect to the making of such payment under the Code or any other Lawprovision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to by the appropriate Governmental Entity by Parent, Parent or the Surviving Corporation or the Paying AgentCorporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of the such shares of Company Common Stock in respect of which such deduction and withholding was made by Parent, the Parent or the Surviving Corporation or the Paying AgentCorporation.

Withholding Rights. Parent, Each of the Surviving Corporation or the Paying Agent, as applicable, Company and Parent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock and any holder of Company Options such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any other Lawapplicable provision of state, local or foreign tax law. To the extent that amounts are so deducted or withheld and paid over to by the appropriate Governmental Entity by Surviving Company or Parent, as the Surviving Corporation or the Paying Agentcase may be, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Company or Parent, as the Surviving Corporation or the Paying Agentcase may be.

Withholding Rights. Each of the Parent, the Surviving Corporation or and the Paying Agent, as applicable, Agent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Seller Common Stock or Seller Stock Options such amounts as Parent, the Surviving Corporation or the Paying Agent it reasonably determines that it is required to deduct and withhold with respect to the making of such payment under the Code Code, or any other Lawapplicable provision of law. To the extent that amounts are so withheld and paid over to by the appropriate Governmental Entity by ParentSurviving Corporation, the Surviving Corporation Parent or the Paying 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 of Company Seller Common Stock in respect of which such deduction and withholding was made by Parentthe Surviving Corporation, the Surviving Corporation Parent or the Paying Agent, as the case may be.

Withholding Rights. Parent, Each of the Surviving Corporation or Corporation, Parent and the Paying Agent, as applicable, Agent shall be entitled to deduct and withhold from the Merger Cash Consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under the Code or any other Lawapplicable Legal Requirement. To the extent that amounts are so withheld and timely paid over to the appropriate proper Governmental Entity Body by Parent, the Surviving Corporation Corporation, Parent or the Paying 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 of Company Common Stock in respect of to which such deduction and withholding was made by Parent, the Surviving Corporation Corporation, Parent or the Paying Agent, as the case may be.

Withholding Rights. Parent, Each of the Surviving Corporation or Corporation, Parent and the Paying Agent, as applicable, Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable to any Person pursuant to this Agreement to any holder of shares of Company Common Stock Articles I and II such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under the Code any provision of federal, state, local or any other Lawforeign tax law. To the extent that amounts are so deducted or withheld by the Surviving Corporation, Parent or the Exchange Agent, as the case may be, and paid over to the appropriate Governmental Entity by Parentapplicable governmental body, the Surviving Corporation agency, authority or the Paying Agententity, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parent, the Surviving Corporation Corporation, Parent or the Paying Exchange Agent, as the case may be.

Withholding Rights. ParentEach of the Paying Agent, the Surviving Corporation or the Paying Agent, as applicable, and Parent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Shares or Company Common Stock Options such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under all applicable federal, state or local Tax Laws and pay such withholding amount over to the Code or any other Lawappropriate taxing authority. To the extent that amounts are so properly withheld and paid over to by the appropriate Governmental Entity by ParentPaying Agent, the Surviving Corporation or Parent, as the Paying Agentcase may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Shares or Company Common Stock Options in respect of which such deduction and withholding was made by Parentthe Paying Agent, the Surviving Corporation or Parent, as the Paying Agentcase may be.

Withholding Rights. Each of Parent, Merger Sub and the Surviving Corporation or the Paying Agent, as applicable, shall be entitled to deduct and withhold withhold, or cause the Exchange Agent to deduct and withhold, from the Merger Consideration consideration otherwise payable to any Person pursuant to this Agreement (including pursuant to any holder of shares of Company Common Stock Section 2.7) such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under the Code or any other Lawprovision of state, local or foreign Tax law. To the extent that amounts are so deducted or withheld and paid over to the appropriate applicable Governmental Entity by Parent, the Surviving Corporation or the Paying AgentTaxing Authority, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock or any Company Stock-Based Award in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Agentmade.

Withholding Rights. Parent, Each of the Surviving Corporation or Corporation, Parent and the Paying Agent, as applicable, Agent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock Stockholder such amounts as Parent, the Surviving Corporation or the Paying Agent 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 “Code”), or any other Lawprovision of state, local or foreign Tax law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity by Parent, the Surviving Corporation Corporation, Parent or the Paying 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 of Company Common Stock in respect of which such deduction and withholding was made by Parent, the Surviving Corporation Corporation, Parent or the Paying Agent, as the case may be.

Withholding Rights. Parent, the The Surviving Corporation or the Paying Agent, as applicable, Agent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable to any holder of Company Common Stock pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent, the Surviving Corporation or the Paying Agent is may be required to deduct be deducted and withhold withheld with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or under any other provision of state, local or foreign tax Law. To the extent that amounts are so deducted and withheld and paid over to the appropriate Governmental Entity by Parent, the Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Agent.

Withholding Rights. ParentMergerSub, the Surviving Corporation or the Paying Agent, as applicable, shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock or Company Stock Options such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under the Code Code, and the rules and regulations promulgated thereunder, or any other Lawprovision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity by Parent, the Surviving Corporation or the Paying Agent, as applicable, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock or Company Stock Options in respect of which such deduction and withholding was made by ParentMergerSub, the Surviving Corporation or the Paying Agent, as applicable.

Withholding Rights. Parent, Each of Parent and the Surviving Corporation or the Paying Agent, as applicable, shall be entitled to deduct and withhold withhold, or cause the Exchange Agent or Rights Agent, as applicable, to deduct and withhold, from the Merger Consideration consideration otherwise payable to any Person pursuant to this Agreement, the CVR Agreement to any holder of shares of Company Common Stock or otherwise such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under the Code or any other provision of state, local or foreign Tax Law. To the extent that amounts are so deducted or withheld and paid over to the appropriate applicable Governmental Entity by Parent, the Surviving Corporation or the Paying AgentTaxing Authority, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Agentmade.

Withholding Rights. The Parent, the Surviving Corporation or and the Paying Agent, as applicable, Agent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent, the Surviving Corporation or the Paying Agent is any of them reasonably determines are required to deduct be deducted and withhold withheld by any of them with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any other Lawapplicable law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity taxing authority by the Parent, the Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by the Parent, the Surviving Corporation or the Paying Agent.

Withholding Rights. Parent, the Surviving Corporation or Each of the Paying Agent, as applicable, the Surviving Company and Parent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Shares or Company Common Stock Options such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under all applicable federal, state or local Tax laws and pay such withholding amount over to the Code or any other Lawappropriate Governmental Authority. To the extent that amounts are so properly withheld and paid over to by the appropriate Governmental Entity by ParentPaying Agent, the Surviving Corporation Company or Parent, as the Paying Agentcase may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Shares or Company Common Stock Options in respect of which such deduction and withholding was made by Parentthe Paying Agent, the Surviving Corporation Company or Parent, as the Paying Agentcase may be.

Withholding Rights. Parent, the Surviving Corporation or the Paying Agent, as applicable, Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent, the Surviving Corporation or the Paying Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code Code, or any other Lawprovision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity taxing authority by Parent, the Surviving Corporation or the Paying Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Exchange Agent.

Withholding Rights. Parent, the Surviving Corporation or the Paying Agent, as applicable, Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any person who was a holder of shares of Company Common Stock immediately prior to the Effective Time such amounts as Parent, the Surviving Corporation Parent or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code Code, or any other provision of state, local or foreign tax Law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity by Parent, the Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Agent.

Withholding Rights. Parent, Each of the Surviving Corporation or the Paying Agent, as applicable, Entity and Parent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock or any other equity rights in the Company such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any other provision of state, local or non-U.S. Law. To the extent that amounts are so withheld and paid over to by the appropriate Governmental Surviving Entity by or Parent, as the Surviving Corporation or the Paying Agentcase may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock or other equity rights in the Company in respect of which such deduction and withholding was made by the Surviving Entity or Parent, as the Surviving Corporation or the Paying Agentcase may be.

Withholding Rights. Parent, Each of the Surviving Corporation or Corporation, Parent and the Paying Agent, as applicable, Agent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such any payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any other Lawprovision of state or local tax law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity by Parent, the Surviving Corporation Corporation, Parent or the Paying 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 of Company Common Stock in respect of which such deduction and withholding was made by Parent, the Surviving Corporation Corporation, Parent or the Paying Agent, as the case may be.

Withholding Rights. ParentEach of the Paying Agent, the Surviving Corporation or the Paying Agent, as applicable, and Parent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Shares (including Company Common Restricted Shares) and Company Stock Options, without duplications, such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under the Code or any other Lawall applicable Tax Laws. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity taxing authority by Parentthe Paying Agent, the Surviving Corporation or Parent, as the Paying Agentcase may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parentthe Paying Agent, the Surviving Corporation or Parent, as the Paying Agentcase may be.

Withholding Rights. Parent, the Surviving Corporation or the Paying Agent, as applicable, shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent, the Surviving Corporation or the Paying Agent is required will be entitled to deduct and withhold from the consideration otherwise payable to any holder of Company Common Stock pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code Code, or under any other provision of applicable Federal, state, local or foreign Tax Law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity Taxing Authority by Parent, the Surviving Corporation or the Paying Agent, such withheld amounts shall will be treated for all purposes of this Agreement as having been paid to the holder holders of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Agent.

Withholding Rights. Each of Parent, the Surviving Corporation or the Paying Agent, as applicable, Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent, the Surviving Corporation or the Paying Agent it reasonably determines that 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 “Code”), or any other provision of state, local or foreign Law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity Taxing Authority by Parent, the Surviving Corporation or the Paying Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock Stockholder in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Exchange Agent.

Withholding Rights. Parent, the Surviving Corporation or the Paying Agent, as applicable, Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any person who was a holder of shares of Company Common Stock immediately prior to the Effective Time such amounts as Parent, the Surviving Corporation Parent or the Paying Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code Code, or any other provision of state, local or foreign tax Law. To the extent that amounts are EXECUTION COPY so withheld and paid over to the appropriate Governmental Entity by Parent, the Surviving Corporation or the Paying Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Parent Common Stock in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Exchange Agent.

Withholding Rights. Each of Parent, the Surviving ------------------ Corporation or and the Paying Agent, as applicable, Agent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable to any holder of Company Common Stock pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent, the Surviving Corporation or the Paying Agent is may be required to deduct be deducted and withhold withheld with respect to the making of such payment under the Code Code, or under any other provision of state, local or foreign Tax Law. To the extent that such amounts are so withheld and paid over to the appropriate Governmental Entity by Parent, the Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Agent.

Withholding Rights. Parent, the The Surviving Corporation or and Parent shall be entitled, and shall be entitled to direct the Paying Agent, as applicable, shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock (or the Warrant) such amounts as Parent, Parent or the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code Code, or any provision of any other Tax Law. To the extent that amounts are so deducted and withheld and paid over to the appropriate Governmental Entity by Parent, the Surviving Corporation or the Paying AgentParent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock (or the Warrant) in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying AgentParent.

Withholding Rights. Parent, Parent and the Surviving Corporation or the Paying Agent, as applicable, shall be entitled to deduct and withhold from the Merger Consideration any consideration payable or otherwise payable deliverable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent, Parent and the Surviving Corporation or the Paying Agent is are required to deduct and withhold with respect to the making of such delivery and payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any other provision of any applicable Tax Law. To the extent that amounts are so withheld, such withheld and amounts shall be paid over to the appropriate Governmental Entity as required by Parent, the Surviving Corporation or the Paying Agent, such withheld amounts applicable Law and shall be treated for all purposes of this Agreement as having been delivered and paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parent, Parent and the Surviving Corporation or the Paying AgentCorporation.

Withholding Rights. Parent, Each of the Surviving Corporation or Company, Parent and the Paying Agent, as applicablewithout double counting and to the extent required by applicable Tax Law, shall be entitled to deduct and withhold from the Merger Consideration any amounts otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts amount as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under the Code or any other applicable Tax Law. To the extent that amounts are so withheld and timely paid over to the appropriate Governmental Entity by Parent, the Surviving Corporation Company, Parent or the Paying 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 of Shares, Company Common Stock Options or Company Restricted Stock Units in respect of to which such deduction and withholding was made by the Surviving Company or Parent, as the Surviving Corporation or the Paying Agentcase may be.

Withholding Rights. Parent, Parent or the Surviving Corporation or the Paying Agent, as applicable, shall be entitled to direct the Paying Agent to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent, Parent or the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any other Lawprovision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity taxing authority by Parent, Parent or the Surviving Corporation or the Paying AgentCorporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parent, Parent or the Surviving Corporation or the Paying AgentCorporation.

Withholding Rights. Each of Parent, the Surviving Corporation or and the Paying Agent, as applicable, Agent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock Shares such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under the Code Code, or any other applicable state, local or foreign Tax Law. To the extent that amounts are so withheld, such withheld and paid over to the appropriate Governmental Entity amounts shall (i) be remitted by Parent, the Surviving Corporation or the Paying Agent, such withheld amounts shall as applicable, to the applicable Governmental Entity and (ii) be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock Shares in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Agentmade.

Withholding Rights. Parent, Each of the Surviving Corporation or Corporation, Parent and the Paying Agent, as applicable, Agent shall be entitled to deduct and withhold from the Merger Consideration any consideration payable or otherwise payable deliverable pursuant to this Agreement to any holder of shares of Company Common Stock or Option or such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment payments under the Code Code, or any other provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity by Parent, the Surviving Corporation Corporation, Parent or the Paying 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 of Company Common Stock or Option in respect of which such deduction and withholding was made by Parent, the Surviving Corporation Corporation, Parent or the Paying Agent, as the case may be.

Withholding Rights. Parent, the Surviving Corporation or and the Paying Agent, as applicable, Agent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock in such amounts as Parent, the Surviving Corporation or the Paying Agent is are required to deduct and withhold with respect to the making of such payment under the Code Code, or any other provision of state, local or foreign tax Law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity taxing authority by Parent, the Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Agent.

Withholding Rights. Parent, Each of the Surviving Corporation or Corporation, Parent and the Paying Agent, as applicable, Agent shall be entitled to deduct and withhold from the Merger Cash Consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under the Code Code, the rules and regulations promulgated thereunder or any other Lawapplicable Legal Requirement. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity by Parent, the Surviving Corporation Corporation, Parent or the Paying 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 of Company Common Stock in respect of to which such deduction and withholding was made by Parent, the Surviving Corporation Corporation, Parent or the Paying Agent, as the case may be.

Withholding Rights. Parent, the Surviving Corporation or the Paying Agent, as applicable, Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any person who was a holder of shares of Company Common Stock immediately prior to the Effective Time such amounts as Parent, the Surviving Corporation Parent or the Paying Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code Code, or any other provision of state, local or foreign tax Law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity by Parent, the Surviving Corporation or the Paying Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Parent Common Stock in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Exchange Agent.

Withholding Rights. Parent, Each of the Surviving Corporation or the Corporation, Parent and Paying Agent, as applicable, Agent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock Shares such amounts as Parent, the Surviving Corporation or the Paying Agent 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 “Code”), or any other Lawprovision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity by Parent, the Surviving Corporation Corporation, Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock Shares in respect of which such deduction and withholding was made by Parent, the Surviving Corporation Corporation, Parent or the Paying Agent.

Withholding Rights. ParentEach of the Paying Agent, the Surviving Corporation or the Paying Agent, as applicable, and Parent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable or deliverable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment or delivery under all applicable Laws, provided that all withheld amounts are timely remitted to the Code or any other Lawapplicable Governmental Authority. To the extent that amounts are so withheld and paid over to by the appropriate Governmental Entity by ParentPaying Agent, the Surviving Corporation or Parent, as the Paying Agentcase may be, and timely remitted to the applicable Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock Shares in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Agentmade.

Withholding Rights. Parent, the Surviving Corporation or the Paying Agent, as applicable, Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any person who was a holder of shares of Company Common Capital Stock immediately prior to the Effective Time such amounts as Parent, the Surviving Corporation or the Paying Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code Code, or any other provision of state, local or foreign tax Law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity by Parent, the Surviving Corporation or the Paying Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Capital Stock in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Exchange Agent.

Withholding Rights. Parent, Each of the Surviving Corporation or Corporation, Parent and the Paying Agent, as applicable, Agent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock Shares such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under the United States Internal Revenue Code of 1986, as amended (the “Code”), or any other provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity by Parent, the Surviving Corporation Corporation, Parent or the Paying 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 of Company Common Stock Shares in respect of which such deduction and withholding was made by Parent, the Surviving Corporation Corporation, Parent or the Paying Agent, as the case may be.

Withholding Rights. ParentEach of the Surviving Corporation, the Surviving Corporation or the Paying Exchange Agent, as applicable, Parent and Merger Sub shall be entitled to deduct and withhold from the Merger Consideration any amounts otherwise payable pursuant to this Agreement to any holder in respect of shares of Company Common Stock Shares such amounts amount as Parentit determines, the Surviving Corporation or the Paying Agent in good faith, is required to deduct be deducted and withhold withheld with respect to the making of such payment under the Code Code, the rules or regulations promulgated thereunder, any provision of applicable state, local or foreign Tax Law or any other Law. To the extent that amounts are so withheld and paid over to duly deposited with the appropriate applicable Governmental Entity by Parent, the Surviving Corporation or the Paying AgentAuthority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock Shares in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Agentmade.

Withholding Rights. ParentEach of the Paying Agent, the Surviving Corporation or the Paying Agent, as applicable, and Parent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Shares or Company Common Stock Options such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under all applicable federal, state, local or foreign Tax laws and pay such withholding amount over to the Code or any other Lawappropriate taxing authority. To the extent that amounts are so withheld and paid over to by the appropriate Governmental Entity by ParentPaying Agent, the Surviving Corporation or Parent, as the Paying Agentcase may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Shares or Company Common Stock Options in respect of which such deduction and withholding was made by Parentthe Paying Agent, the Surviving Corporation or Parent, as the Paying Agentcase may be.

Withholding Rights. The Parent, the Surviving Corporation or and the Paying Agent, as applicable, Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent, the Surviving Corporation or the Paying Agent 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 Lawapplicable law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity taxing authority by the Parent, the Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by the Parent, the Surviving Corporation or the Paying Agent.

Withholding Rights. Parent, the Surviving Corporation or the Company Paying Agent, as applicable, shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Shares or Company Stock Options such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under the Code or any other provision of applicable Law. To the extent that amounts are so withheld and or paid over to or deposited with the appropriate relevant Governmental Entity by ParentAuthority, the Surviving Corporation or the Paying Agentincluding any taxing authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Shares or Company Stock Options in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Company Paying Agent, as applicable.

Withholding Rights. The Parent, the Surviving Corporation or and the ------------------ Paying Agent, as applicable, Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent, the Surviving Corporation or the Paying Agent 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 Lawapplicable law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity taxing authority by the Parent, the Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by the Parent, the Surviving Corporation or the Paying Agent.

Withholding Rights. ParentEach of the Exchange Agent, the Surviving Corporation or the Paying Agent, as applicable, and Parent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment pursuant to requirements under the Code Code, or any other provision of state, local or foreign Tax (as defined in Section 3.15(c)) Law. To the extent that amounts are so withheld and paid over to by the appropriate Governmental Entity by ParentExchange Agent, the Surviving Corporation or Parent, as the Paying Agentcase may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was were made by Parentthe Exchange Agent, the Surviving Corporation or Parent, as the Paying Agentcase may be.

Withholding Rights. Parent, Each of the Surviving Corporation or Corporation, Parent and the Paying Agent, as applicable, Agent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock Shares such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under the United States Internal Revenue Code of 1986, as amended (the "Code"), or any other provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity by Parent, the Surviving Corporation Corporation, Parent or the Paying 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 of Company Common Stock Shares in respect of which such deduction and withholding was made by Parent, the Surviving Corporation Corporation, Parent or the Paying Agent, as the case may be.

Withholding Rights. ParentNotwithstanding any provision contained herein to the contrary, the Surviving Corporation or each of the Paying Agent, as applicablethe Surviving Corporation, its Subsidiaries and Parent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable to any Person pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under the Code or any other Lawprovision of Tax law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity by Parent, the Surviving Corporation or If the Paying Agent, the Surviving Corporation, its Subsidiaries 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 of Company Common Stock Stock, in respect of which such deduction and withholding was made by Parentthe Paying Agent, the Surviving Corporation or Parent, as the Paying Agentcase may be, made such deduction and withholding.

Withholding Rights. ParentThe Surviving Company, the Surviving Corporation Parent or the Paying Agent, as applicable, shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Shares or Company Stock Options, such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under the Code (as defined herein), and the rules and regulations promulgated thereunder, or any other provision of state, local or foreign tax Law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity by Parent, the Surviving Corporation Company or the Paying Agent, as applicable, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Shares or Company Stock Options, in respect of which such deduction and withholding was made by Parent, the Surviving Corporation Company, Parent or the Paying Agent, as applicable.

Withholding Rights. The Parent, the Surviving Corporation or and the Paying Agent, as applicable, Agent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent, the Surviving Corporation or the Paying Agent any of them reasonably determines that it is required to deduct and withhold with respect to the making of such payment under the Code or any other Lawapplicable law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity taxing authority by the Parent, the Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by the Parent, the Surviving Corporation or the Paying Agent.

Withholding Rights. Parent, Each of the Surviving Corporation or Corporation, Parent and the Paying Agent, as applicable, Agent shall be entitled to deduct and withhold from the Merger Consideration consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock Stockholder such amounts as Parent, the Surviving Corporation or the Paying Agent 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 “Code”), or any other Lawapplicable provision of state, local or foreign Tax law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity by Parent, the Surviving Corporation Corporation, Parent or the Paying 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 of Company Common Stock in respect of which such deduction and withholding was made by Parent, the Surviving Corporation Corporation, Parent or the Paying Agent.

Withholding Rights. Parent, Each of the Surviving Corporation or Corporation, Parent and the Paying Agent, as applicable, Agent shall be entitled to deduct and withhold from the Merger Cash Consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock or Company Series B Stock such amounts as Parent, the Surviving Corporation or the Paying Agent it is required to deduct and withhold with respect to the making of such payment under the Code Code, the rules and regulations promulgated thereunder or any other Lawapplicable Legal Requirement. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity by Parent, the Surviving Corporation Corporation, Parent or the Paying 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 of Company Common Stock or Company Series B Stock in respect of to which such deduction and withholding was made by Parent, the Surviving Corporation Corporation, Parent or the Paying Agent, as the case may be.