Common use of Withholding Rights Clause in Contracts

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

Withholding Rights. The Each of the Acquiror and the Surviving Corporation shall be entitled to deduct and withhold from the any consideration otherwise payable to any Person pursuant to this Agreement to any Company Stockholder such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunderCode, or any provision of state, local or foreign tax lawapplicable Tax Law. To the extent that such amounts are so withheld or paid over to or deposited with the relevant Governmental Authority by the Acquiror or the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder applicable Person in respect of to which such deduction and withholding was made by the Surviving Corporationmade.

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

Withholding Rights. The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any person pursuant to this Agreement Article (and pay over to any Company Stockholder the appropriate governmental authority) such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of federal, state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation.

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

Withholding Rights. The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any Company Stockholder ARTICLE II such amounts as it is may be required to deduct be deducted and withhold withheld with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax lawTax Laws. To the extent that amounts are so deducted and withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder Person in respect of which the Surviving Corporation made such deduction and withholding was made by the Surviving Corporationwithholding.

Withholding Rights. The Surviving Corporation shall be entitled to ------------------ deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Company Stockholder holder of Shares such amounts as it the Surviving Corporation is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code and of 1986, as amended (the rules and regulations promulgated thereunder"Code"), or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation.

Withholding Rights. The Surviving Corporation shall be entitled to deduct and withhold from the consideration Merger Consideration otherwise payable pursuant to this Agreement to any Company Stockholder holder of shares of Sunrise Common Stock such amounts as it is required to deduct and withhold with in respect to of the making of such payment under the Code and 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, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder holder of Sunrise Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation.

Withholding Rights. The 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 Stockholder Common Shares such amounts as it the Surviving Corporation is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunderCode, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Stockholder Common Shares in respect of which such deduction and withholding was made by the Surviving Corporation.

Withholding Rights. The 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 Stockholder Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax lawLaw. To the extent that amounts are so withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Stockholder Stock in respect of which such deduction and withholding was made by the Surviving Corporation.

Withholding Rights. The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any holder of Company Common Stock pursuant to this Agreement to any Company Stockholder such amounts as it is may be required to deduct be deducted and withhold withheld with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder(as defined in Section 3.08), or under any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder in respect of which such deduction and withholding was made by the Surviving Corporation.

Withholding Rights. The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any Company Stockholder Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving CorporationCorporation so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder holder of the Shares in respect of which the Surviving Corporation made such deduction and withholding was made by the Surviving Corporationwithholding.

Withholding Rights. The Surviving Corporation shall be entitled to deduct and withhold from the consideration Merger Consideration otherwise payable pursuant to this Agreement to any Company Stockholder holder of Shares or Options such amounts as it the Surviving Corporation is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunderCode, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder holders of the Shares or Options in respect of which such deduction and withholding was made by the Surviving Corporation.

Withholding Rights. The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Company Stockholder person such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder(as defined herein), or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder a person in respect of which such deduction and withholding was made by the Surviving Corporation.

Withholding Rights. The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Company Stockholder Holder of a Certificate such amounts as it is are required to deduct be deducted and withhold withheld with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision provisions of applicable state, local or foreign tax Tax law. To the extent that amounts are so deducted and withheld and paid over to the appropriate Taxing authority by the Surviving Corporation, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder Holder of the Certificate in respect of which such deduction and withholding was made by the Surviving Corporation.

Withholding Rights. The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any holder of Company Common Stock or Company Preferred Stock pursuant to this Agreement to any Company Stockholder such amounts as it is may be required to deduct be deducted and withhold withheld with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or under any provision of state, local or foreign tax Tax law. To the extent that amounts are so withheld by the The Surviving Corporation, Corporation will pay such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder in respect of which such deduction and withholding was made by the Surviving Corporationappropriate taxing authority.

Withholding Rights. The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any Company Stockholder Article 2 such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving CorporationCorporation 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 or Company Stockholder Warrants in respect of which the Surviving Corporation made such deduction and withholding was made by the Surviving Corporationwithholding.

Withholding Rights. The Surviving Corporation shall be entitled to deduct and withhold from the consideration Merger Consideration otherwise payable pursuant to this Agreement to any Company Stockholder holder of Total Shares such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax lawother Law. To the extent that amounts are so withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder holder of the Total Shares in respect of to which such deduction and withholding was made by the Surviving Corporation.

Withholding Rights. The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any Company Stockholder such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving CorporationCorporation so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder or Option Holder in respect of which the Surviving Corporation made such deduction and withholding was made by the Surviving Corporationwithholding.

Withholding Rights. The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any holder of Company Common Stock pursuant to this Agreement to any Company Stockholder such amounts as it is may be required to deduct be deducted and withhold withheld with respect to the making of such payment under the Code and the rules and regulations promulgated thereunderCode, or under any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the The Surviving Corporation, Corporation will pay such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder in respect of which such deduction and withholding was made by the Surviving Corporationappropriate taxing authority.

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

Withholding Rights. The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any holder of Company Common Stock pursuant to this Agreement to any Company Stockholder such amounts as it is may be required to deduct be deducted and withhold withheld with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder(as defined in Section 3.11), or under any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder in respect of which such deduction and withholding was made by the Surviving CorporationLaw.

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

Withholding Rights. The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any holder of Company Common Stock pursuant to this Agreement to any Company Stockholder such amounts as it is may be required to deduct be deducted and withhold withheld with respect to the making of such payment under the United States Internal Revenue Code and the rules and regulations promulgated thereunderof 1986, as amended, or under any provision of state, local or foreign tax law. To Law, and Parent shall provide, or cause the extent that Paying Agent to provide, to such holders written notice of the amounts are so withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder in respect of which such deduction and withholding was made by the Surviving Corporationdeducted or withheld.

Withholding Rights. The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Company Stockholder holder of Shares such amounts as it the Surviving Corporation is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code and of 1986, as amended (the rules and regulations promulgated thereunder"Code"), or any provision of state, local or foreign tax law. To the extent that amounts are so deducted and withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation.

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

Withholding Rights. The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Company Stockholder holder of Shares such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunderCode, or any provision of state, local or foreign tax Tax law. The Surviving Corporation shall report any such withheld amounts to the appropriate Governmental Authority on a timely basis. To the extent that amounts are so withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation.

Withholding Rights. The (i) Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any Company Stockholder Article (other than Section 2.14) such amounts as it is required by law to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of federal, state, local or foreign tax law. To the extent that amounts are If Surviving Corporation so withheld by the Surviving Corporationwithholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Stockholder Stock or Company Options in respect of which the Surviving Corporation made such deduction and withholding was made by the Surviving Corporationwithholding.

Withholding Rights. The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any holder of Company Common Stock pursuant to this Agreement to any Company Stockholder such amounts as it is may be required to deduct be deducted and withhold withheld with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder(as defined in Section 3.11), or under any provision of state, local or foreign tax lawLaw. To the extent that amounts are so deducted and withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Stockholder Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation.

Withholding Rights. The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any holder of Company Common Stock pursuant to this Agreement to any Company Stockholder such amounts as it is may be required to deduct be deducted and withhold withheld with respect to the making of such payment under the Internal Revenue Code and of 1986, as amended (the rules and regulations promulgated thereunder"Code"), or under any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder in respect of which such deduction and withholding was made by the Surviving Corporation.

Withholding Rights. The Surviving Corporation shall be entitled to deduct and withhold from the consideration Merger Consideration otherwise payable pursuant to this Agreement to any Company Stockholder holder of MiNT Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunderCode, or any provision of state, local or foreign tax applicable law. To the extent that amounts are so withheld by the Surviving Corporation, Corporation such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder holder of the MiNT Stock in respect of to which such deduction and withholding was made by the Surviving Corporation.

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

Withholding Rights. The Surviving Corporation shall be entitled to deduct and withhold from the consideration any amounts otherwise payable pursuant to this Agreement to any Company Stockholder 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 and the rules and regulations promulgated thereunderCode, or any provision provisions of state, local or foreign tax lawapplicable Law. To the extent that amounts are so withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder holder of a Certificate in respect of to which such deduction and withholding was made by the Surviving Corporation.

Withholding Rights. The 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 Stockholder Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation, Corporation such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Stockholder Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation.

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

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

Withholding Rights. The Surviving Corporation Company shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Company Stockholder Seller such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of federal, state, local or foreign tax lawTax Law. To the extent that amounts are so withheld by the Surviving CorporationCompany, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder Seller in respect of which such deduction and withholding was made by the Surviving CorporationCompany.

Withholding Rights. The Surviving Corporation shall be entitled to deduct and withhold from the consideration Merger Consideration otherwise payable pursuant to this Agreement to any Company Stockholder holder of Shares, such amounts as it the Surviving Corporation is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code and of 1986, as amended (the rules and regulations promulgated thereunder"Code"), or any provision of state, local local, provincial or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporationwithheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation.

Withholding Rights. The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Company Stockholder the Stockholders such amounts amounts, if any, as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax lawLaw. To the extent that amounts are so withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder Stockholders in respect of which such deduction and withholding was made by the Surviving Corporation.

Withholding Rights. The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Company Stockholder holder of Shares such amounts as it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code and of 1986, as amended (the rules and regulations promulgated thereunder"Code"), or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation, Corporation such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation.

Withholding Rights. The 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 Stockholder Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunderCode, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Stockholder Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation.

Withholding Rights. The Surviving Corporation shall be entitled to deduct and withhold from the consideration Merger Consideration otherwise payable pursuant to this Agreement to any Company Stockholder Holder of a Certificate such amounts as it is are required to deduct be deducted and withhold withheld with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision provisions of applicable state, local or foreign tax Tax law. To the extent that amounts are so deducted and withheld and paid over to the appropriate Taxing authority by the Surviving Corporation, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Stockholder Holder of the Certificate in respect of which such deduction and withholding was made by the Surviving Corporation.

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

Withholding Rights. The Surviving Corporation shall will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Stockholder Common Stock such amounts as it is may be required to deduct be deducted and withhold withheld with respect to the making of such payment under the Code and the rules and regulations promulgated thereunderCode, or under any provision of state, local or foreign tax law. To the extent that amounts are so withheld by and paid over to the Surviving Corporationappropriate taxing authority, such withheld amounts shall will be treated for all purposes of this Agreement as having been paid to the holder of Company Stockholder Common Stock in respect of which such deduction and withholding was made by the Surviving Corporationmade.