Payment of Taxes Clause Example with 29 Variations from Business Contracts
This page contains Payment of Taxes clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Payment of Taxes. The Company may require you to pay to the Company (or the Company's Subsidiary if you are an employee of a Subsidiary of the Company), an amount the Company deems necessary to satisfy its (or its Subsidiary's) current or future obligation to withhold federal, state or local income or other taxes that you incur as a result of the Award. With respect to any required tax withholding, you may (a) direct the Company to withhold from the shares of Stock to be issued to you under this Agreement the num...ber of shares necessary to satisfy the Company's obligation to withhold taxes, which determination will be based on the shares' Fair Market Value at the time such determination is made; (b) deliver to the Company shares of Stock sufficient to satisfy the Company's tax withholding obligations, based on the shares' Fair Market Value at the time such determination is made; (c) deliver cash to the Company sufficient to satisfy its tax withholding obligations; or (d) satisfy such tax withholding through any combination of (a), (b) and (c). If you desire to elect to use the stock withholding option described in subparagraph (a), you must make the election at the time and in the manner the Company prescribes. If such tax obligations are satisfied under subparagraph (a) or (b), the maximum number of shares of Stock that may be so withheld or surrendered shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment with respect to such Award The Company, in its discretion, may deny your request to satisfy its tax withholding obligations using a method described under subparagraph (a), (b), or (d). In the event the Company determines that the aggregate Fair Market Value of the shares of Stock withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then you must pay to the Company, in cash, the amount of that deficiency immediately upon the Company's request.View More
Variations of a "Payment of Taxes" Clause from Business Contracts
Payment of Taxes. The Company may require you to pay Prior to the Company (or the Company's Subsidiary if you are an employee of a Subsidiary exercise of the Company), an amount the Company deems necessary to satisfy its (or its Subsidiary's) current or future obligation to withhold federal, state or local income or other taxes that you incur Option, and as a result of the Award. With respect condition to any required tax withholding, you may (a) direct the Company to withhold from the shares of Stock to be issue...d to you under this Agreement the number of shares necessary to satisfy the Company's obligation to withhold taxes, which determination will deliver Shares upon such exercise, or in connection with any disposition of Shares acquired pursuant to such exercise, you (or any person permitted to exercise the Option in the event of your death) shall be based on the shares' Fair Market Value at the time such determination is made; (b) deliver responsible for satisfying withholding taxes and other tax obligations relating to the Company shares of Stock sufficient to satisfy the Company's tax withholding obligations, based on the shares' Fair Market Value at the time such determination is made; (c) deliver cash to the Company sufficient to satisfy its tax withholding obligations; or (d) satisfy such tax withholding through any combination of (a), (b) and (c). If you desire to elect to use the stock withholding option described in subparagraph (a), you must make the election at the time and in the manner the Company prescribes. If such Option. Such tax obligations are shall be satisfied under subparagraph (a) through net withholding (which is a reduction of the amount of Shares otherwise issuable or (b), deliverable following exercise) and the maximum number of shares of Stock Shares that may be so withheld or surrendered shall be the number of shares of Stock Shares that have an aggregate Fair Market Value on the date of withholding or repurchase surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, local and/or foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to the Option, as determined by the Committee. You acknowledge that there may be adverse tax consequences upon the transfer, vesting, exercise or settlement of the Option or disposition of the underlying Shares and that you have been advised, and hereby are advised, to consult a tax advisor prior to such transfer, vesting, exercise or settlement. You represent that you are in no manner relying on the Board, the Committee, the Company or any of its Affiliates or any of their respective managers, directors, officers, employees or authorized representatives (including, without limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences. 3 7. Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of Stock upon exercise of the Option will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such Award securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No Stock will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, Stock will not be issued hereunder unless (a) a registration statement under the Securities Act of 1933, as amended (the "Act"), is at the time of issuance in effect with respect to the shares issued or (b) in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Act. The Company, inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Option will relieve the Company of any liability in its discretion, respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may deny your request require you to satisfy its tax withholding obligations using a method described under subparagraph (a), (b), any qualifications that may be necessary or (d). In appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the event Company. From time to time, the Board and appropriate officers of the Company determines that are authorized to take the aggregate Fair Market Value of the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make shares of Stock withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then you must pay to the Company, in cash, the amount of that deficiency immediately upon the Company's request. available for issuance. View More
Payment of Taxes. The Company may require In connection with any disposition of Shares or cash acquired pursuant to settlement of the Award, you (or any person permitted to pay receive such disposition or payment in the event of your death) shall be responsible for satisfying withholding taxes and other tax obligations relating to the Company (or the Company's Subsidiary if you are an employee of Award or payment. Such tax obligations shall be satisfied through net withholding (which is a Subsidiary reduction of ...the Company), an amount of Shares or cash, as determined by the Company deems necessary to satisfy its (or its Subsidiary's) current Committee, otherwise issuable or future obligation to withhold federal, state or local income or other taxes that you incur as a result of the Award. With respect to any required tax withholding, you may (a) direct the Company to withhold from the shares of Stock to be issued to you under this Agreement the number of shares necessary to satisfy the Company's obligation to withhold taxes, which determination will be based on the shares' Fair Market Value at the time such determination is made; (b) deliver deliverable pursuant to the Company shares of Stock sufficient to satisfy the Company's tax withholding obligations, based on the shares' Fair Market Value at the time such determination is made; (c) deliver cash to the Company sufficient to satisfy its tax withholding obligations; Award or (d) satisfy such tax withholding through any combination of (a), (b) payment) and (c). If you desire to elect to use the stock withholding option described in subparagraph (a), you must make the election at the time and in the manner the Company prescribes. If such tax obligations are satisfied under subparagraph (a) or (b), the maximum number of shares of Stock Shares that may be so withheld or surrendered shall be the number of shares of Stock Shares that have an aggregate Fair Market Value on the date of withholding or repurchase surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, local and/or foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to the Award or payment, as determined by the Committee. You acknowledge that there may be adverse tax consequences upon the transfer, vesting or settlement of the Award, the disposition of the underlying Shares or cash and that you have been advised, and hereby are advised, to consult a tax advisor prior to such transfer, vesting, settlement, disposition or payment. You represent that you are in no manner relying on the Board, the Committee, the Company or any of its Affiliates or any of their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences. 9. Compliance with Securities Law and Plan Limits. Notwithstanding any provision of this Agreement to the contrary, to the extent RSUs are otherwise settleable in Shares but there are not sufficient Shares available for issuance under the Plan, the Committee may elect to settle the RSUs in cash. Notwithstanding any provision of this Agreement to the contrary, the issuance of Shares shall be subject to compliance with all applicable requirements of federal, state, or foreign laws with respect to such Award securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No Shares shall be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, Shares shall not be issued hereunder unless (a) a registration statement under the Securities Act (the "Act") is at the time of issuance in effect with respect to the Shares issued or (b) in the opinion of legal counsel to the Company, the Shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Act. The Company, in its discretion, may deny your request to satisfy its tax withholding obligations using a method described under subparagraph (a), (b), or (d). In the event inability of the Company determines to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance and sale of any Shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority has not been obtained; provided, however, that in such event, the aggregate Company shall settle the vested portion of this Award through payment of cash having a Fair Market Value equal to the number of Shares otherwise issuable. As a condition to any issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the shares of Stock withheld as payment of any tax withholding obligation is insufficient Company are authorized to discharge that tax withholding obligation, then you must pay take the actions necessary and appropriate to the Company, in cash, the amount of that deficiency immediately upon the Company's request. file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make Shares available for issuance. View More
Payment of Taxes. The Company may from time to time require you Employee to pay to the Company (or the Company's Subsidiary if you are Employee is an employee of a Subsidiary of Subsidiary) the Company), an amount the that Company deems necessary to satisfy Company's or its (or its Subsidiary's) Subsidiary's current or future obligation to withhold federal, state or local income or other taxes that you incur Employee incurs as a result of the Award. With respect to any required tax withholding, you may (a) direct... the unless another arrangement is permitted by Company to in its discretion, Company shall withhold from the shares of Stock to be issued to you under this Agreement Employee the number of shares necessary to satisfy the Company's obligation to withhold taxes, which that determination will to be based on the shares' Fair Market Value at the time as of which such determination is made; (b) deliver to the Company shares of Stock sufficient to satisfy the Company's tax withholding obligations, based on the shares' Fair Market Value at the time such determination is made; (c) deliver cash to the Company sufficient to satisfy its tax withholding obligations; or (d) satisfy such tax withholding through any combination of (a), (b) and (c). If you desire to elect to use the stock withholding option described in subparagraph (a), you must make the election at the time and in the manner the Company prescribes. If such tax obligations are satisfied under subparagraph (a) or (b), the maximum number of shares of Stock that may be so withheld or surrendered shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment with respect to such Award The Company, in its discretion, may deny your request to satisfy its tax withholding obligations using a method described under subparagraph (a), (b), or (d). made. In the event the Company subsequently determines that the aggregate Fair Market Value of the any shares of Stock withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then you must Employee shall pay to the Company, in cash, immediately upon the Company's request, the amount of that deficiency immediately deficiency. Restricted Stock Unit Award Agreement Date of Grant: [●] [EMPLOYEE NAME] 15. Right of the Company and Subsidiaries to Terminate Employment. Nothing contained in this Agreement shall confer upon Employee the Company's request. right to continue in the employ of the Company or any Subsidiary of the Company, or interfere in any way with the rights of the Company or any Subsidiary of the Company to terminate Employee's employment at any time. View More
Payment of Taxes. The Company may from time to time require you to pay to the Company (or the Company's Subsidiary an Affiliate if you are an employee of a Subsidiary of an Affiliate) the Company), an amount that the Company deems necessary to satisfy the Company's or its (or its Subsidiary's) Affiliate's current or future obligation to withhold federal, state or local income or other taxes that you incur as a result of the Award. With respect to any required tax withholding, you may (a) direct unless another arr...angement is permitted by the Company to in its discretion, the Company shall withhold from the shares of Common Stock to be issued to you under this Agreement the number of shares necessary to satisfy the Company's obligation to withhold taxes, which that determination will to be based on the shares' Fair Market Value at the time as of which such determination is made; (b) deliver to the Company shares of Stock sufficient to satisfy the Company's tax withholding obligations, based on the shares' Fair Market Value at the time such determination is made; (c) deliver cash to the Company sufficient to satisfy its tax withholding obligations; or (d) satisfy such tax withholding through any combination of (a), (b) and (c). If you desire to elect to use the stock withholding option described in subparagraph (a), you must make the election at the time and in the manner the Company prescribes. If such tax obligations are satisfied under subparagraph (a) or (b), the maximum number of shares of Stock that may be so withheld or surrendered shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment with respect to such Award The Company, in its discretion, may deny your request to satisfy its tax withholding obligations using a method described under subparagraph (a), (b), or (d). made. In the event the Company subsequently determines that the aggregate Fair Market Value of the any shares of Common Stock withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then you must shall pay to the Company, in cash, immediately upon the Company's request, the amount of that deficiency immediately deficiency. 8 15. Right of the Company and Affiliates to Terminate Your Employment. Nothing contained in this Agreement shall confer upon you the Company's request. right to continue in the employ of the Company or any Affiliate, or interfere in any way with the rights of the Company or any Affiliate to terminate your employment at any time for any or no reason; provided, however, that any such termination shall be subject to the terms and conditions of any employment agreement between you and the Company or any Affiliate. View More
Payment of Taxes. The Company may require you the Grantee to pay to the Company (or the Company's Subsidiary Affiliate if you are the Grantee is an employee of a Subsidiary an Affiliate of the Company), an amount the Company deems necessary to satisfy its (or its Subsidiary's) Affiliate's) current or future obligation to withhold federal, state or local income or other taxes that you incur the Grantee incurs as a result of the Award. With respect to any required tax withholding, you the Grantee may (a) direct the... Company to withhold from the shares of Stock to be issued to you the Grantee under this Agreement the number of shares necessary to satisfy the Company's obligation to withhold taxes, which determination will shall be based on the shares' Fair Market Value at the time such determination is made; (b) deliver to the Company shares of Stock sufficient to satisfy the Company's tax withholding obligations, based on the shares' Fair Market Value at the time such determination is made; (c) deliver cash to the Company sufficient to satisfy its tax withholding obligations; or (d) satisfy such tax withholding through any combination of (a), (b) and (c). If you desire the Grantee desires to elect to use the stock Stock withholding option described in subparagraph (a), you the Grantee must make the election at the time and in the manner the Company prescribes. If such tax obligations are satisfied under subparagraph (a) or (b), the maximum number of shares of Stock that may be so withheld or surrendered shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment with respect to such Award The Company, in its discretion, may deny your request to satisfy its tax withholding obligations using a method described under subparagraph (a), (b), or (d). In the event the Company determines that the aggregate Fair Market Value of the shares of Stock withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then you the Grantee must pay to the Company, in cash, the amount of that deficiency immediately upon the Company's request. 3 10. Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of Stock (including Restricted Stock) shall be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No Stock shall be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, Stock shall not be issued hereunder unless (a) a registration statement under the Securities Act, is at the time of issuance in effect with respect to the shares issued or (b) in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require the Grantee to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board, the Committee and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate persons to make shares of Stock available for issuance. View More
Payment of Taxes. The Company Company, or with respect to 102 Awards, the Trustee, may require you to pay to the Company (or the Company's Subsidiary Affiliate if you are an employee of a Subsidiary an Affiliate of the Company), Company or the Trustee for 102 Awards), an amount the Company deems necessary to satisfy its (or its Subsidiary's) Affiliate's or the Trustee's) current or future obligation to withhold federal, state or local income or other taxes that you incur as a result of the Award. With respect to ...any required tax withholding, withholding and to the extent permissible pursuant to Rule 16b-3 under the Exchange Act, you may (a) direct the Company to withhold from the shares of Stock Shares to be issued to you under this Agreement the number of shares Shares necessary or appropriate to satisfy the Company's obligation to withhold taxes, which determination will be based on the shares' Shares' Fair Market Value at the time such determination is made; (b) deliver to the Company shares of Stock Shares sufficient to satisfy the Company's tax withholding obligations, based on the shares' Shares' Fair Market Value at the time such determination is made; or (c) deliver cash to the Company sufficient to satisfy its tax withholding obligations; or (d) satisfy such tax withholding through any combination of (a), (b) and (c). obligations. If you desire to elect to use the stock withholding option described in subparagraph (a), you must make the election at the time and in the manner the Company prescribes. If such tax obligations are satisfied under subparagraph (a) or (b), the maximum number of shares of Stock that may be so withheld or surrendered shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment with respect to such Award The Company, in its discretion, may deny your request to satisfy its tax withholding obligations using a method described under subparagraph (a), (b), (a) or (d). (b). In the event the Company determines that the aggregate Fair Market Value of the shares of Stock Shares withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then you must pay to the Company, in cash, the amount of that deficiency immediately upon the Company's request. 2 8. Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of Shares will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Shares may then be listed. No Shares will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. In addition, Shares will not be issued hereunder unless (a) a registration statement under the Securities Act, is at the time of issuance in effect with respect to the shares issued or (b) in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make Shares available for issuance. View More
Payment of Taxes. The Company may from time to time require you Employee to pay to the Company (or the Company's Subsidiary if you are Employee is an employee of a Subsidiary of Subsidiary) the Company), an amount the that Company deems necessary to satisfy Company's or its (or its Subsidiary's) Subsidiary's current or future obligation to withhold federal, state or local income or other taxes that you incur Employee incurs as a result of the Award. With respect to any required tax withholding, you may (a) direct... the unless another arrangement is 5 permitted by Company to in its discretion, Company shall withhold from the shares of Stock to be issued to you under this Agreement Employee the number of shares necessary to satisfy the Company's obligation to withhold taxes, which that determination will to be based on the shares' Fair Market Value at the time as of which such determination is made; (b) deliver to the Company shares of Stock sufficient to satisfy the Company's tax withholding obligations, based on the shares' Fair Market Value at the time such determination is made; (c) deliver cash to the Company sufficient to satisfy its tax withholding obligations; or (d) satisfy such tax withholding through any combination of (a), (b) and (c). If you desire to elect to use the stock withholding option described in subparagraph (a), you must make the election at the time and in the manner the Company prescribes. If such tax obligations are satisfied under subparagraph (a) or (b), the maximum number of shares of Stock that may be so withheld or surrendered shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment with respect to such Award The Company, in its discretion, may deny your request to satisfy its tax withholding obligations using a method described under subparagraph (a), (b), or (d). made. In the event the Company subsequently determines that the aggregate Fair Market Value of the any shares of Stock withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then you must Employee shall pay to the Company, in cash, immediately upon the Company's request, the amount of that deficiency immediately upon the Company's request. deficiency. View More
Payment of Taxes. The Company may from time to time require you Employee to pay to the Company (or the Company's Subsidiary if you are Employee is an employee of a Subsidiary of Subsidiary) the Company), an amount the that Company deems necessary to satisfy Company's or its (or its Subsidiary's) Subsidiary's current or future obligation to withhold federal, state or local income or other taxes that you incur Employee incurs as a result of the Award. With respect to any required tax withholding, you may (a) direct... the unless another arrangement is permitted by Company to in its discretion, Company shall withhold from the shares of Stock to be issued to you under this Agreement Employee the number of shares necessary to satisfy the Company's obligation to withhold taxes, which that determination will to be based on the shares' Fair Market Value at the time as of which such determination is made; (b) deliver to the Company shares of Stock sufficient to satisfy the Company's tax withholding obligations, based on the shares' Fair Market Value at the time such determination is made; (c) deliver cash to the Company sufficient to satisfy its tax withholding obligations; or (d) satisfy such tax withholding through any combination of (a), (b) and (c). If you desire to elect to use the stock withholding option described in subparagraph (a), you must make the election at the time and in the manner the Company prescribes. If such tax obligations are satisfied under subparagraph (a) or (b), the maximum number of shares of Stock that may be so withheld or surrendered shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment with respect to such Award The Company, in its discretion, may deny your request to satisfy its tax withholding obligations using a method described under subparagraph (a), (b), or (d). made. In the event the Company subsequently determines that the aggregate Fair Market Value of the any shares of Stock withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then you must Employee shall pay to the Company, in cash, immediately upon the Company's request, the amount of that deficiency immediately upon the Company's request. deficiency. View More
Payment of Taxes. The Company may require you to pay to the Company (or the Company's Subsidiary Affiliate if you are an employee of a Subsidiary an Affiliate of the Company), an amount the Company deems necessary to satisfy its (or its Subsidiary's) Affiliate's) current or future obligation to withhold federal, state or local income or other taxes that you incur as a result of the Award. With respect to any required tax withholding, withholding and to the extent permissible pursuant to Rule 16b-3 under the Excha...nge Act, you may (a) direct the Company to withhold from the shares of Stock Shares to be issued to you under this Agreement the number of shares Shares necessary or appropriate to satisfy the Company's obligation to withhold taxes, which determination will be based on the shares' Shares' Fair Market Value at the time such determination is made; (b) deliver to the Company shares of Stock Shares sufficient to satisfy the Company's tax withholding obligations, based on the shares' Shares' Fair Market Value at the time such determination is made; or (c) deliver cash to the Company sufficient to satisfy its tax withholding obligations; or (d) satisfy such tax withholding through any combination of (a), (b) and (c). obligations. If you desire to elect to use the stock withholding option described in subparagraph (a), you must make the election at the time and in the manner the Company prescribes. If such tax obligations are satisfied under subparagraph (a) or (b), the maximum number of shares of Stock that may be so withheld or surrendered shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment with respect to such Award The Company, in its discretion, may deny your request to satisfy its tax withholding obligations using a method described under subparagraph (a), (b), (a) or (d). (b). In the event the Company determines that the aggregate Fair Market Value of the shares of Stock Shares withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then you must pay to the Company, in cash, the amount of that deficiency immediately upon the Company's request. 2 8. Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of Shares will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Shares may then be listed. No Shares will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. In addition, Shares will not be issued hereunder unless (a) a registration statement under the Securities Act, is at the time of issuance in effect with respect to the shares issued or (b) in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make Shares available for issuance. View More
Payment of Taxes. The Company may from time to time require you to pay to the Company (or the Company's Subsidiary an Affiliate if you are an employee of a Subsidiary of an Affiliate) the Company), an amount that the Company deems necessary to satisfy the Company's or its (or its Subsidiary's) Affiliate's current or future obligation to withhold federal, state or local income or other taxes that you incur as a result of the Award. With respect to any required tax withholding, you may (a) direct unless another arr...angement is permitted by the Company to in its 9 discretion, the Company shall withhold from the shares of Common Stock to be issued to you under this Agreement the number of shares necessary to satisfy the Company's obligation to withhold taxes, which that determination will to be based on the shares' Fair Market Value at the time as of which such determination is made; (b) deliver to the Company shares of Stock sufficient to satisfy the Company's tax withholding obligations, based on the shares' Fair Market Value at the time such determination is made; (c) deliver cash to the Company sufficient to satisfy its tax withholding obligations; or (d) satisfy such tax withholding through any combination of (a), (b) and (c). If you desire to elect to use the stock withholding option described in subparagraph (a), you must make the election at the time and in the manner the Company prescribes. If such tax obligations are satisfied under subparagraph (a) or (b), the maximum number of shares of Stock that may be so withheld or surrendered shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment with respect to such Award The Company, in its discretion, may deny your request to satisfy its tax withholding obligations using a method described under subparagraph (a), (b), or (d). made. In the event the Company subsequently determines that the aggregate Fair Market Value of the any shares of Common Stock withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then you must shall pay to the Company, in cash, immediately upon the Company's request, the amount of that deficiency immediately upon the Company's request. deficiency. View More
