Common use of Withholding Rights Clause in Contracts

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 Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Law. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 3 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 III such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such 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 the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such 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 the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of national, federal, state, state or local or foreign tax LawTax law. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such 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 the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If To the extent that amounts are so withheld by 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 Company 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.

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 Article 2 3 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such 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 the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such 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 the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 I and Article II such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Tax Law. If the Surviving Corporation or Parent, as the case may be, so withholds 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 the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 III, such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 III such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Tax Law. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person person pursuant to this Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such 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 the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of 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 Article 2 III such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of any federal, state, local or foreign tax Lawlaw. If Parent or the Surviving Corporation or ParentCorporation, as the case may be, so withholds amounts, such 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 Company Awards in respect of which Parent or the Surviving Corporation or ParentCorporation, as the case may be, made such deduction and withholding.

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 to any Person pursuant to this Article 2 such amounts as it is required to deduct and withhold with respect to the making of from such payment under any provision of federal, state, local or foreign tax Lawapplicable Laws. If the Payment Agent, Parent or the Surviving Corporation or ParentCorporation, as the case may be, so deducts or withholds any such 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 whom the Payment Agent, Parent or the Surviving Corporation or ParentCorporation, as the case may bemaybe, made such deduction and withholding.

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 Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax LawTax law. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such 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 the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 3 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawany Tax law. If the Surviving Corporation or Parent, as the case may be, so withholds 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 the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 such any amounts as that it is required to deduct and withhold with respect to the making of such that payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such 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 the Surviving Corporation or Parent, as the case may be, made such that deduction and withholding.

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 Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Tax Law. If To the extent that amounts are so withheld by 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 Company 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.

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 person pursuant to this Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 III such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, or local or foreign tax Lawlaw with respect to Taxes. If the Parent or Surviving Corporation or ParentCorporation, as the case may be, so withholds any such 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 the Parent or Surviving Corporation or ParentCorporation, as the case may be, made such deduction and or withholding.

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 Article 2 3 such amounts amount as it is required to deduct and withhold with respect to the making of such payment delivery under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such 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 the Surviving Corporation or Parent, as the case may be, Parent made such deduction and withholding.

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 Article 2 III such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such 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 the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 III such amounts as it is required to deduct and withhold with respect to the making of such payment under any applicable provision of federal, state, local Tax law. To the extent that amounts are so deducted or foreign tax Law. If withheld by the Surviving Corporation or Parent, as the case may be, so withholds amountsand 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 Company Common Shares or other 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.

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 Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so deducts and withholds amounts, such 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 the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 1 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If To the extent that amounts are so withheld by 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 Company 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.

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 Article 2 3 such amounts amount as it is --------- required to deduct and withhold with respect to the making of such payment delivery under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such 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 the Surviving Corporation or Parent, as the case may be, Parent made such deduction and withholding.

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 Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local any Tax law. To the extent that amounts so withheld are paid over to or foreign tax Law. If deposited with the relevant Taxing Authority by or on behalf of Parent or the Surviving Corporation or ParentCorporation, as the case may be, so withholds 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 the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person person pursuant to this Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.in

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 Article 2 ARTICLE 3 such amounts amount as it is required to deduct and withhold with respect to the making of such payment delivery under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such 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 the Surviving Corporation or Parent, as the case may be, Parent made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise or payable to any Person pursuant to this Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such 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 the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 III such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of 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 Article 2 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 any provision of federal, state, local or foreign tax any applicable Tax Law. If To the extent that amounts are so deducted and withheld by Parent or the Surviving Corporation or ParentCorporation, as the case may be, so withholds 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 Parent or the Surviving Corporation or ParentCorporation, as the case may be, made such deduction and withholding.

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 Article 2 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 any provision of federal, state, local Tax Laws. To the extent that amounts are so deducted and withheld by the Parent or foreign tax Law. If the Surviving Corporation or ParentCorporation, as the case may be, so withholds 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 the Parent or the Surviving Corporation or ParentCorporation, as the case may be, made such deduction and withholding.

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 Article 2 II such amounts as it Parent is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If To the extent that amounts are so withheld by 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 Company 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.

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 Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such 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 the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 0 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts 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 the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall will be entitled to deduct and withhold from the consideration otherwise payable to any Person person pursuant to this Article 2 ARTICLE II such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall will 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, made such deduction and withholding.

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 Article 2 II such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such 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 the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 III such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such 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 the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 II such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If To the extent that amounts are so withheld by 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 Company 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.

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 Article 2 ARTICLE II such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Law. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts 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 the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such 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 the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, or local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts 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 the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 ARTICLE II such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If To the extent that amounts are so withheld by 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 Company 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.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person person pursuant to this Article 2 I such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If To the extent that amounts are so withheld by 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 Company Common 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.

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 Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such 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 the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of 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 Article 2 3 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Tax Law. If Parent or the Surviving Corporation or ParentCorporation, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which Parent or the Surviving Corporation or ParentCorporation, as the case may be, made such deduction and withholding.

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 Article 2 3 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax LawTax law. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Preferred Stock or Common Shares in respect of which the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 such amounts as it is required by law to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such 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 the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

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 Article 2 Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds 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 the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration any amounts otherwise payable to any Person pursuant to this Article 2 Agreement to any holder of 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 federal, state, local or foreign tax LawLaw (as defined in Section 3.5). If To the extent that amounts are so withheld by 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 a Certificate in respect of to which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and ------------------ Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person person pursuant to this Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax Lawlaw. If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.