Common use of Withholding Rights Clause in Contracts

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

Withholding Rights. Each of Buyer and the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Seller Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange AgentBuyer, 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 the Surviving Corporation or the Exchange AgentBuyer, as the case may be.

Withholding Rights. Each of the Surviving Corporation and the Exchange Agent Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the CodeCode and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange AgentParent, 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 the Surviving Corporation or the Exchange AgentParent, as the case may be.

Withholding Rights. Each of the Buyer and the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as it reasonably determines that it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any other applicable provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange AgentBuyer, 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 the Surviving Corporation or the Exchange AgentBuyer, as the case may be.

Withholding Rights. Each of the Buyer and the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any other applicable provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange AgentBuyer, 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 the Surviving Corporation or the Exchange AgentBuyer, as the case may be.

Withholding Rights. Each of Buyer and the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Seller Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange AgentBuyer, 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 the Surviving Corporation or the Exchange AgentBuyer, as the case may be.

Withholding Rights. Each of the Surviving Corporation Company and the Exchange Agent Parent shall be entitled to deduct and withhold from the 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 it is required to deduct and withhold with respect to the making of such payment under the CodeCode and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation Company or the Exchange AgentParent, 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 the Surviving Corporation Company or the Exchange AgentParent, as the case may be.

Withholding Rights. Each of Purchasers and the Surviving Corporation may deduct and withhold, or may instruct the Exchange Paying Agent shall be entitled to deduct and withhold withhold, from the consideration otherwise payable pursuant to under this Agreement to any holder of shares of Company Common Stock Shares such amounts as it Purchasers, the Surviving Corporation or the Paying Agent is required to deduct and withhold under the Code or any similar provision of state, local or foreign Tax Law with respect to the making of such payment under the Code, or any provision of state, local or foreign tax lawpayment. To the extent that Any amounts are so deducted and withheld by Purchasers, the Surviving Corporation or the Exchange Agent, as the case may be, such withheld amounts shall Paying Agent will 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 Surviving Corporation or the Exchange Agent, as the case may befor all purposes.

Withholding Rights. Each of the Surviving Corporation Buyer and the Exchange Agent Surviving ------------------ Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any other applicable provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange AgentBuyer, 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 the Surviving Corporation or the Exchange AgentBuyer, as the case may be.

Withholding Rights. Each of the Surviving Corporation and the Exchange Agent Acquiror shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Target Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange AgentAcquiror, 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 Target Stock in respect of which such deduction and withholding was made by the Surviving Corporation or the Exchange AgentAcquiror, as the case may be.

Withholding Rights. Each of the Surviving Corporation and the Exchange Agent Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the CodeCode and the rules and regulations promulgated thereunder, or any other provision of state, local or foreign tax applicable law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange AgentParent, 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 the Surviving Corporation or the Exchange AgentParent, as the case may be.

Withholding Rights. Each of the Buyer and the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as it reasonably determines that it is required to deduct and withhold with respect to the making of such payment under the Code, or any other applicable provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange AgentBuyer, as the case may be, and timely paid 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 in respect of which such deduction and withholding was made by the Surviving Corporation or the Exchange AgentBuyer, as the case may be.

Withholding Rights. Each of the Parent and the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as it reasonably determines that it is required to deduct and withhold with respect to the making of such payment under the Code, or any other applicable provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange AgentParent, 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 the Surviving Corporation or the Exchange AgentParent, as the case may be.

Withholding Rights. Each of Buyer and the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange AgentBuyer, 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 the Surviving Corporation or the Exchange AgentBuyer, as the case may be.

Withholding Rights. Each of the Surviving Corporation and the Exchange Agent Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange AgentPurchaser, 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 the Surviving Corporation or the Exchange AgentPurchaser, as the case may be, and such amounts shall be delivered by the Surviving Corporation or Purchaser, as the case may be, to the applicable taxing authority.

Withholding Rights. Each of the Buyer and the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Seller Common Stock such amounts as it reasonably determines that it is required to deduct and withhold with respect to the making of such payment under the Code, or any other applicable provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange AgentBuyer, 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 the Surviving Corporation or the Exchange AgentBuyer, as the case may be.

Withholding Rights. Each of the Surviving Corporation BUYER and the Exchange Agent COMPANY shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock COMPANY Shares such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange AgentBUYER, 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 COMPANY Shares in respect of which such deduction and withholding was made by the Surviving Corporation or the Exchange AgentBUYER, as the case may be.

Withholding Rights. Each of Buyer and the Surviving Corporation and the Exchange Agent shall ------------------ be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Seller Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange AgentBuyer, 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 the Surviving Corporation or the Exchange AgentBuyer, as the case may be.

Withholding Rights. Each of the Buyer and the Surviving Corporation and the Exchange Agent ------------------ shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as it reasonably determines that it is required to deduct and withhold with respect to the making of such payment under the Code, or any other applicable provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange AgentBuyer, 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 the Surviving Corporation or the Exchange AgentBuyer, as the case may be.

Withholding Rights. Each of To the extent the Surviving Corporation and the Exchange Agent shall be or Purchaser is required or entitled to deduct and withhold any amount from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, Code or any provision of stateany other Tax Law, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority by the Surviving Corporation or the Exchange AgentPurchaser, 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 the Surviving Corporation or the Exchange AgentPurchaser, as the case may be.

Withholding Rights. Each of the Buyer and the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as it reasonably determines that it is required to deduct and withhold with respect to the making of such payment under the Code, or any other applicable provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange AgentBuyer, 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 the Surviving Corporation or the Exchange AgentBuyer, as the case may be.

Withholding Rights. Each of the Surviving Corporation and the Exchange Agent Merger Corp shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock Shareholder such amounts as it is required to deduct and withhold with respect to the making of such payment under the CodeCode and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange AgentCorporation, 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 the Surviving Corporation or the Exchange AgentMerger Corp, as the case may be.

Withholding Rights. Each of Buyer and the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Seller Stock or Buyer Preferred Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange AgentBuyer, 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 Seller Stock or Buyer Preferred Stock in respect of which such deduction and withholding was made by the Surviving Corporation or the Exchange AgentBuyer, as the case may be.

Withholding Rights. Each of Purchaser and the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock Securities or such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange AgentPurchaser, 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 Securities in respect of which such deduction and withholding was made by the Surviving Corporation or the Exchange AgentPurchaser, as the case may be.

Withholding Rights. Each of the Buyer and the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as it reasonably determines that it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or any other applicable provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange AgentBuyer, 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 the Surviving Corporation or the Exchange AgentBuyer, as the case may be.

Withholding Rights. Each of To the extent the Surviving Corporation and the Exchange Agent shall be or Purchaser is required or entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, Code or any provision of stateany other Tax Law, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority by the Surviving Corporation or the Exchange AgentPurchaser, 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 the Surviving Corporation or the Exchange AgentPurchaser, as the case may be.

Withholding Rights. Each of the Buyer and the Surviving Corporation and the Exchange Agent shall ------------------ be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any other applicable provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange AgentBuyer, 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 the Surviving Corporation or the Exchange AgentBuyer, as the case may be.

Withholding Rights. Each of the Surviving Corporation and the Exchange Agent Buyer shall be entitled to deduct and withhold from the consideration Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock or Preferred Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax lawa Tax Law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange AgentBuyer, 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 Preferred Stock in respect of to which such deduction and withholding was made by the Surviving Corporation or the Exchange AgentBuyer, as the case may be.

Withholding Rights. Each of the Purchaser and the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock Shares such amounts as it the Purchaser or the Surviving Corporation is required to deduct and or withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange Agent, 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 of Company Common Stock Shares in respect of which such deduction and withholding was made by the Surviving Corporation Purchaser or the Exchange AgentSurviving Corporation, as the case may be.

Withholding Rights. Each of Buyer and the Surviving ------------------ Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange AgentBuyer, 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 the Surviving Corporation or the Exchange AgentBuyer, as the case may be.