exercise including, without limitation, in respect of any liability arising under or in connection with Part 7 or Part 7A of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA) (the UK Tax Liability); or
(ii) to permit the Company to sell at the best price which it can reasonably obtain such number of shares of Common Stock allocated or allotted to you following exercise as will provide the Company with an amount equal to the UK Tax Liability; and to permit the Company to withhold an amount not exceeding the UK Tax Liability from any payment made to you (including, but not limited to, salary); and
(iii) if so required by the Company, and to the extent permitted by law, to enter into a joint election or other arrangements under which the liability for all or part of such employers national insurance contributions liability is transferred to you; and
(iv) if so required by the Company, to enter into a joint election within Section 431 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA) in respect of computing any tax charge on the acquisition of restricted securities (as defined in Section 423 and 424 of ITEPA); and
(v) to sign, promptly, all documents, required by the Company to effect the terms of this provision, and references in this provision to the Company shall, if applicable, be construed as also referring to any Affiliate.
(d) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company will have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein, if applicable, unless such obligations are satisfied.
13. TAX CONSEQUENCES. You hereby agree that the Company does not have a duty to design or administer the Plan or the UK Sub-Plan or its other compensation programs in a manner that minimizes your tax liabilities. You will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from your option or your other compensation.
14. DATA PROTECTION. By participating in the Plan, you acknowledge the collection, processing, transmission and storage in any form whatsoever by the Company or any Affiliate of any data of a professional or personal nature which is necessary for the purpose of introducing and sustaining the Plan. This may include providing information to trustees of an employee benefit trust, or to registrars, or brokers, or third party administrators of the Plan, or to future purchasers of the Company or the business in which you work. By participating in the Plan you also consent to the transfer of personal data to countries or territories outside the European Economic Area.
15. NOTICES. Any notices provided for in your option or the Plan will be given in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five days after deposit in the United Kingdom mail, postage prepaid, addressed to you at the last address you provided to the Company. The Company may, in its sole discretion, decide to deliver any documents related to participation in