Common use of Withholding Rights Clause in Contracts

Withholding Rights. Each of the Paying Agent, the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to such payment under all applicable Laws. To the extent that amounts are so withheld by the Paying Agent, the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made.

Withholding Rights. Each of the Paying AgentParent, the Surviving Corporation and Parent or the Paying Agent shall be entitled to deduct and withhold any applicable taxes from the consideration otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to such payment under all applicable Lawsany holder of shares of Company Common Stock. To the extent that amounts are so deducted and withheld and paid over to the appropriate taxing authority by the Paying AgentParent, the Surviving Corporation or Parent, as the case may bePaying Agent, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares stockholder in respect of which such deduction and withholding was mademade by Parent, the Surviving Corporation or the Paying Agent.

Withholding Rights. Each of the Paying AgentParent, the Surviving Corporation and Parent the Paying Agent (and any of their respective Affiliates) shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Person such amounts as it is required to deduct and withhold with respect to the making of such payment under all the Code, or any other applicable LawsTax Law. To the extent that amounts are so withheld by the Paying Agent, the Surviving Corporation or Parent, as the case may bewithheld, such withheld amounts (i) shall be remitted to the applicable Governmental Entity, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Persons in respect of which such deduction and withholding was made.

Withholding Rights. Each of Parent, the Paying AgentPurchaser, the Surviving Corporation and Parent the Paying Agent shall be entitled to deduct and withhold from the consideration amounts otherwise payable pursuant to this Agreement such amounts as it that Parent, the Purchaser, the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under all the Code or any other provision of applicable LawsLaw. To the extent that amounts are so withheld by the Paying Agent, the Surviving Corporation or Parent, as the case may bewithheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Person in respect of which such deduction and withholding was made.

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

Withholding Rights. Each of the Paying Agent, the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it is required to deduct and withhold with respect to such payment under all applicable LawsTax laws. To the extent that amounts are so withheld by the Paying Agent, the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was mademade by the Paying Agent, the Surviving Corporation or Parent, as the case may be.

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

Withholding Rights. Each Notwithstanding anything else contained herein to the contrary, each of the Paying Agent, the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement Articles 1 and 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under all applicable Lawsany provision of Tax law. To the extent that amounts are so withheld by If the Paying Agent, the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Person in respect of which the Paying Agent, the Surviving Corporation or Parent, as the case may be, made such deduction and withholding was madewithholding.

Withholding Rights. Each of Parent, the Paying AgentPurchaser, the Surviving Corporation and Parent the Transfer Agent shall be entitled to deduct and withhold from the consideration Merger Consideration otherwise payable issuable pursuant to this Agreement such amounts as it that Parent, the Purchaser, the Surviving Corporation or the Transfer Agent is required to deduct and withhold with respect to the making of such payment under all the Code or any other provision of applicable LawsLaw. To the extent that amounts are so withheld by the Paying Agent, the Surviving Corporation or Parent, as the case may bewithheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Person in respect of which such deduction and withholding was made.

Withholding Rights. Each of the Paying AgentParent, Purchaser, the Surviving Corporation and Parent the Paying Agent shall be entitled to deduct and withhold from the consideration any amounts otherwise payable pursuant to this Agreement in respect of Shares such amounts amount as it is required to deduct and withhold with respect to the making of such payment under all applicable Lawsthe Code or any Law. To the extent that amounts are so withheld by the Paying Agent, the Surviving Corporation or Parent, as the case may bewithheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made.

Withholding Rights. Each of the Paying AgentParent, the Surviving Corporation and Parent shall Paying Agent and their Affiliates will be entitled to deduct and withhold from the consideration otherwise any amounts payable to any person pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under all the Code, or any other applicable Lawsstate, local or foreign Tax Law. To the extent that amounts are so withheld by the Paying Agent, the Surviving Corporation or Parent, as the case may bewithheld, such withheld amounts shall (i) will be remitted to the applicable Governmental Entity, and (ii) will be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made.

Withholding Rights. Each of Parent, the Surviving Corporation, or the Paying Agent, the Surviving Corporation and Parent as applicable, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Person such amounts as it is required to deduct and withhold with respect to the making of such payment under all applicable Lawsthe Code and the rules and regulations promulgated thereunder, or any provision of state, local, or foreign Tax Law. To the extent that amounts are so withheld by the Paying Agent, the Surviving Corporation or Parent, as the case may bewithheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Person in respect of which such deduction and withholding was made.

Withholding Rights. Each of the Paying AgentParent, the Surviving Corporation and Parent the Paying Agent (and any of their Affiliates) shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Person such amounts as it is required to deduct and withhold with respect to the making of such payment under all any applicable LawsTax Law. To the extent that amounts are so withheld by the Paying Agent, the Surviving Corporation or Parent, as the case may bewithheld, such withheld amounts (i) shall be remitted to the applicable Governmental Entity, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Persons in respect of which such deduction and withholding was made.

Withholding Rights. Each of the Paying AgentAcquiror, the Surviving Corporation and Parent the Paying Agent shall be entitled to deduct and withhold from the any consideration otherwise payable to any Person pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under all the Code, or any provision of applicable Lawstax Law. To the extent that such amounts are so withheld by or paid over to or deposited with the Paying Agent, the Surviving Corporation or Parent, as the case may berelevant Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares applicable Person in respect of to which such deduction and withholding was made.

Withholding Rights. Each of the Paying Agent, Parent and the Surviving Corporation and Parent shall be entitled to deduct and withhold withhold, or cause to be deducted and withheld, from the consideration otherwise payable to any Person pursuant to this Agreement Article IV such amounts as it is may be required to deduct be deducted and withhold withheld with respect to the making of such payment under all any provision of any applicable LawsTax law. To the extent that amounts are so withheld by the Paying Agent, the Surviving Corporation or Parent, as the case may bededucted and withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Person in respect of which whom such deduction and withholding was made.

Withholding Rights. Each of the Paying AgentParent, Purchaser, the Surviving Corporation and Parent the Paying Agent shall be entitled to deduct and withhold from the consideration any amounts otherwise payable pursuant to this Agreement such amounts amount as it is required to deduct and withhold with respect to the making of such payment under all applicable Lawsthe Code or any Law. To the extent that amounts are so withheld by the Paying Agent, the Surviving Corporation or Parent, as the case may bewithheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made.

Withholding Rights. Each of Parent, the Paying AgentPurchaser, the Surviving Corporation and Parent the Exchange Agent shall be entitled to deduct and withhold from the consideration amounts otherwise payable pursuant to this Agreement such amounts as it that Parent, the Purchaser, the Surviving Corporation or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under all the Code or any other provision of applicable LawsLaw. To the extent that amounts are so withheld by the Paying Agent, the Surviving Corporation or Parent, as the case may bewithheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Person in respect of which such deduction and withholding was made.

Withholding Rights. Each of the Paying AgentParent, the Surviving Corporation and Parent the Paying Agent (and any of their respective Affiliates) shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Person such amounts as it is required to deduct and withhold with respect to the making of such payment under all the Code, or any other applicable LawsTax Law. To the extent that amounts are so withheld by and remitted to the Paying Agent, the Surviving Corporation or Parent, as the case may beapplicable Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Person in respect of which such deduction and withholding was made.

Withholding Rights. Each of the Paying Agent, Parent, Merger Sub and the Surviving Corporation and Parent Entity shall be entitled to deduct and withhold withhold, or cause to be withheld, from the consideration any amounts otherwise payable pursuant to this Agreement such amounts amount as it determines it is required to deduct and withhold with respect to the making of such payment under all applicable Lawsthe Code or any other Law. To the extent that amounts are so withheld by the Paying Agent, the Surviving Corporation or Parent, as the case may bewithheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Shareholder or Option Holder in respect of which whose Common Shares or Options such deduction and withholding was made.

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

Withholding Rights. Each of the Paying Agent, the Surviving Corporation Corporation, Parent and Parent any other applicable withholding agent (each, a “Payor”) shall be entitled to deduct and withhold from the consideration any amount otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to such payment under all applicable Lawsthe Code, or any Tax law. To the extent that amounts are so withheld by the Paying Agent, the Surviving Corporation or Parent, as the case may bea Payor, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares person in respect of which whom such deduction and withholding was made.

Withholding Rights. Each of the Paying AgentParent, the Surviving Corporation and Parent the Paying Agent shall be entitled to deduct and withhold from the any consideration otherwise payable to any Person pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under all the Code, or any provision of applicable LawsTax Law. To the extent that such amounts are so withheld by or paid over to or deposited with the Paying Agent, the Surviving Corporation or Parent, as the case may berelevant Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares applicable Person in respect of to which such deduction and withholding was made.

Withholding Rights. Each of the Paying AgentParent, the Surviving Corporation and Parent the ------------------ Paying Agent shall be entitled to deduct and withhold from the consideration Merger Consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it Parent, the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under all applicable Lawsthe Code or any provision of state, local, provincial or foreign tax law. To the extent that amounts are so withheld by the Paying Agent, the Surviving Corporation or Parent, as the case may bewithheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made.

Withholding Rights. Each of the Paying AgentSurviving Corporation, the Surviving Corporation Paying Agent and the Parent shall be entitled to deduct and withhold from the consideration Merger Consideration otherwise payable pursuant hereunder to this Agreement any person such amounts as it is required to deduct and withhold with respect to the making of such payment under all applicable Lawsany provision of Federal, state, local or foreign tax law. To the extent that amounts are so deducted and withheld by and paid to the Paying Agent, the Surviving Corporation or Parent, as the case may beappropriate governmental authority, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares such holders in respect of which such deduction and withholding was made.

Withholding Rights. Each of the Paying AgentCompany, the Surviving Corporation Corporation, Parent and Parent the Paying Agent shall be entitled to deduct and withhold from the consideration amounts otherwise payable pursuant to this Agreement or the Offer only such amounts as it is are required to deduct be deducted and withhold withheld with respect to the making of such payment under all applicable Lawsthe Code, or under any provision of state, local or foreign Tax Law. To Amounts so deducted or withheld and paid over to the extent that amounts are so withheld by the Paying Agent, the Surviving Corporation or Parent, as the case may be, such withheld amounts appropriate Tax Authority 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 such deduction and or withholding was made.

Withholding Rights. Each of the Paying Agent, the Surviving Corporation and Parent shall be the Purchaser are entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to such payment under all applicable Tax Laws. To the extent that amounts are so withheld by the Paying Agent, the Surviving Corporation or Parentthe Purchaser, as the case may be, such withheld amounts shall will be treated for all purposes of this Agreement as having been paid to the holder of the Company Shares or the Options in respect of which such deduction and withholding was made.

Withholding Rights. Each of the Surviving Corporation, Parent and the Paying Agent, the Surviving Corporation and Parent Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Person such amounts as it is required to deduct and withhold with respect to the making of such payment under all applicable Lawsthe Code, or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld by the Paying Agent, the Surviving Corporation or Parent, as the case may bewithheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares such Person in respect of which such deduction and withholding was made.

Withholding Rights. Each of the Paying AgentParent, the Surviving Corporation and Parent the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as it is are required to deduct be deducted and withhold withheld with respect to the making of such payment under all applicable Lawsthe Code, the Treasury Regulations thereunder, or any provision of U.S. state or local or foreign Tax Law. To the extent that amounts are so withheld by the Paying Agent, the Surviving Corporation or Parent, as the case may bededucted, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Person in respect of which such withholding or deduction and withholding was made.

Withholding Rights. Each of the Paying AgentParent, the Surviving Corporation and Parent the Paying Agent shall be entitled to deduct and withhold from the any consideration otherwise payable to any Person pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under all the Code, or any provision of applicable LawsTax Law. To the extent that such amounts are so withheld or paid over to or deposited with the relevant Governmental Authority by the Paying AgentParent, the Surviving Corporation or Parent, as the case may bePaying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares applicable Person in respect of to which such deduction and withholding was made.

Withholding Rights. Each of the Paying Agent, the Surviving Corporation Corporation, Intermediate Sub and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to such payment under all applicable Laws. To the extent that amounts are so withheld by the Paying Agent, the Surviving Corporation Corporation, Intermediate Sub or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made.

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

Withholding Rights. Each of Parent, Surviving Corporation, the Company and the Paying Agent, the Surviving Corporation and Parent Agent shall be entitled to deduct and withhold (without duplication) from the consideration otherwise payable pursuant to any and all payments made under this Agreement such amounts as it is may be required to deduct be deducted and withhold with respect to such payment withheld under all applicable Laws. To the extent that such amounts are so withheld by and paid to the Paying Agent, the Surviving Corporation or Parent, as the case may beappropriate Governmental Authority, such withheld amounts amount shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which Person to whom such deduction and withholding was madeamounts would have otherwise been paid.

Withholding Rights. Each of the Paying Agent, the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration Merger Consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it is are required to deduct and withhold be withheld with respect to the making of such payment under all applicable Lawsthe Internal Revenue Code of 1986, as amended (the “Code”), and the rules and regulations promulgated thereunder. To the extent that amounts are so withheld by the Paying Agent, the Surviving Corporation or Parent, as the case may bewithheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made.

Withholding Rights. Each of the Paying AgentSurviving Corporation, Parent, the Surviving Corporation Company and Parent the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable any payment to be made pursuant to this Agreement such amounts as it is may be required to deduct be deducted and withhold withheld with respect to the making of such payment under all applicable Lawsthe Code or under any provision of state, local or foreign Tax Law. To the extent that amounts are Amounts so withheld by the Paying Agent, the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Person in respect of which such deduction and or withholding was made.

Withholding Rights. Each of the Paying AgentParent, the Surviving Corporation and Parent Paying Agent shall 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 it is may be required to deduct be deducted and withhold withheld with respect to the making of such payment under all applicable Lawsthe Code, or under any provision of U.S. Federal, state, local or foreign tax Law. To the extent that such amounts are so withheld by the Paying Agent, the Surviving Corporation deducted or Parent, as the case may bewithheld, such withheld amounts shall be treated for all purposes of under this Agreement as having been paid to the holder of the Shares in respect of which to whom such deduction and withholding was madeamounts would have been paid.

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

Withholding Rights. Each of the Paying AgentSurviving Corporation, the Surviving Corporation Paying Agent and Parent shall be entitled to deduct and withhold from the consideration Merger Consideration otherwise payable pursuant hereunder to this Agreement any person such amounts as it is required to deduct and withhold with respect to the making of such payment under all applicable Lawsany provision of federal, state, local or foreign tax law. To the extent that amounts are so deducted and withheld by and paid to the Paying Agent, the Surviving Corporation or Parent, as the case may beappropriate Governmental Entity, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares such holders in respect of which such deduction and withholding was made.

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

Withholding Rights. Each of the Paying AgentCompany, the Surviving Corporation Corporation, Parent and Parent the Paying Agent shall be entitled to deduct and withhold from the consideration amounts otherwise payable pursuant to this Agreement or the Offer such amounts as it is are required to deduct be deducted and withhold withheld with respect to the making of such payment under all applicable Lawsthe Code, or under any provision of state, local or foreign Tax Law. To Amounts so deducted or withheld and paid over to the extent that amounts are so withheld by the Paying Agent, the Surviving Corporation or Parent, as the case may be, such withheld amounts appropriate Tax Authority 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 such deduction and or withholding was made.