Section 83(b) Election Contract Clauses (452)

Grouped Into 23 Collections of Similar Clauses From Business Contracts

This page contains Section 83(b) Election clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Section 83(b) Election. Purchaser understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount paid for the Common Stock and the fair market value of the Common Stock as of the date any restrictions on the Common Stock lapse. In this context, "restriction" includes the right of the Company to buy back the Common Stock pursuant to the Repurchase Option set forth above. Purchaser understands that Purchaser may elect to be taxed at the time the Common Stock is purchased, rather tha...n when and as the Repurchase Option expires, by filing an election under Section 83(b) (an "83(b) Election") of the Code with the Internal Revenue Service within thirty (30) days of the date of purchase. Even if the fair market value of the Common Stock at the time of the execution of this Agreement equals the amount paid for the Common Stock, the 83(b) Election must be made to avoid income under Section 83(a) in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that Purchaser must file an additional copy of such 83(b) Election with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Common Stock hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Common Stock. View More
Found in Dermavant Sciences Ltd contract
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Section 83(b) Election. Purchaser understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount paid for the Common Stock and the fair market value of the Common Stock as of the date any restrictions on the Common Stock lapse. In this context, "restriction" includes the right of the Company to buy back the Common Stock pursuant to the Repurchase Option set forth above. Purchaser understands that Purchaser may elect to be taxed at the time the Common Stock is purchased, rather tha...n when and as the Repurchase Option expires, by filing an election under Section 83(b) (an "83(b) Election") of the Code with the Internal Revenue Service within thirty (30) days of the date of purchase. Even if the fair market value of the Common Stock at the time of the execution of this Agreement equals the amount paid for the Common Stock, the 83(b) Election must be made to avoid income under Section 83(a) in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that Purchaser must file an additional copy of such 83(b) Election with his or her 5 federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Common Stock hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an PURCHASER ASSUMES ALL RESPONSIBILITY FOR FILING AN 83(B) ELECTION AND PAYING ALL TAXES RESULTING FROM SUCH ELECTION (OR THE FAILURE TO FILE SUCH ELECTION TIMELY OR AT ALL) OR THE LAPSE OF THE RESTRICTIONS ON THE COMMON STOCK. A sample form of 83(b) Election and paying all taxes resulting from such election or the lapse is attached hereto as EXHIBIT E. 14. REFUSAL TO TRANSFER. The Company shall not be required (a) to transfer on its books any shares of Common Stock of the restrictions on Company which shall have been transferred in violation of any of the Common Stock. provisions set forth in this Agreement, or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred. View More
Found in Atreca, Inc. contract
Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the amount paid for the Common Stock Shares and the fair market value Fair Market Value of the Common Stock Shares as of the date any restrictions on the Common Stock Shares lapse. In this context, "restriction" includes means the right of the Company to buy back the Common Stock Shares pursuant to the Repurchase Option set forth in Section 3(a) ...above. Purchaser understands that Purchaser may elect to be taxed at the time the Common Stock is Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an "83(b) Election") of the Code with the Internal Revenue Service within thirty (30) days of from the date of purchase. Even if the fair market value Fair Market Value of the Common Stock Shares at the time of the execution of this Agreement equals the amount paid for the Common Stock, Shares, the 83(b) Election election must be made to avoid income under Section 83(a) in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that Purchaser must file an additional copy of such 83(b) Election election form should be filed with his or her Purchaser's federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Common Stock Shares hereunder, and does not purport to be complete. complete, and is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. death, and Purchaser assumes all responsibility for filing has consulted, and has been fully advised by, Purchaser's own tax advisor regarding such tax laws and tax consequences or has knowingly chosen not to consult such a tax advisor. Purchaser further acknowledges that neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to Purchaser with respect to the tax consequences of Purchaser's purchase of the Shares or of the making or failure to make an 83(b) Election. PURCHASER (AND NOT THE COMPANY, ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY FILING SUCH FORM WITH THE IRS, EVEN IF PURCHASER REQUESTS THE COMPANY, ITS AGENTS OR ANY OTHER PERSON MAKE THIS FILING ON PURCHASER'S BEHALF. 8 Purchaser agrees that Purchaser will execute and deliver to the Company with this executed Agreement a copy of the ACKNOWLEDGMENT and Statement of Decision Regarding Section 83(b) Election (the "Acknowledgment"), attached hereto as Exhibit B and, if Purchaser decides to make an 83(b) Election, a copy of the 83(b) Election, attached hereto as Exhibit C. 9. Lock-Up Agreement. In connection with the initial public offering of the Company's securities and paying all taxes resulting from such election upon request of the Company or the lapse underwriters managing any underwritten offering of the restrictions Company's securities, Purchaser agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering; provided however that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the Common Stock. last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section 9 shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond 216 days after the effective date of the registration statement. View More
Found in Asana, Inc. contract
Section 83(b) Election. Purchaser understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount paid for the Common Stock Shares and the fair market value of the Common Stock Shares as of the date any restrictions on the Common Stock Shares lapse. In this context, "restriction" includes means the right of the Company to buy back repurchase the Common Stock Shares pursuant to the Termination Share Repurchase Option set forth above. in Section 3(b)(i) and in the event of an involun...tary transfer as set forth in Section 3(d)(i). Purchaser understands that Purchaser may elect to be taxed at the time the Common Stock is Shares are purchased, rather than when and as the Repurchase Option expires, repurchase right lapses pursuant to Sections 3(b)(i) and 3(d)(i), by filing an election under Section 83(b) (an "83(b) Election") of the Code with the Internal Revenue Service within thirty (30) 30 days of from the date of purchase. Even if the fair market value of the Common Stock Shares at the time of the execution of this Agreement equals the amount 9 paid for the Common Stock, Shares, the 83(b) Election election must be made to avoid income and alternative minimum tax treatment under Section 83(a) in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that Purchaser must file an additional copy of such 83(b) Election election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Common Stock Shares hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an agrees that he will execute and deliver to the Company with this executed Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the "Acknowledgment"), attached hereto as Exhibit B. Purchaser further agrees that Purchaser will execute and paying all taxes resulting from such election or submit with the lapse Acknowledgment a copy of the restrictions on 83(b) Election, attached hereto as Exhibit C, if Purchaser has indicated in the Common Stock. Acknowledgment his decision to make such an election. View More
Found in Zeta Global Holdings Corp. contract
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Section 83(b) Election. The Grantee may make an election under Code Section 83(b) (a "Section 83(b) Election") with respect to the Restricted Shares. Any such election must be made within thirty (30) days after the issuance of the shares. If the Grantee elects to make a Section 83(b) Election, the Grantee shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the US Internal Revenue Service. The Grantee agrees to assume full respo...nsibility for ensuring that the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election. View More
Found in UNITED COMMUNITY FINANCIAL CORP contract
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Section 83(b) Election. The Grantee Participant may make an election under Code Section 83(b) (a "Section 83(b) Election") with respect to the Restricted Shares. Any such election must be made within thirty (30) days after the issuance of the shares. Grant Date. If the Grantee Participant elects to make a Section 83(b) Election, the Grantee Participant shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the US Internal Revenue ...Service. Service within ten (10) days of such filing. The Grantee Participant agrees to assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election. View More
Found in Park Hotels & Resorts Inc. contract
Section 83(b) Election. The Grantee may make an election under Code pursuant to Section 83(b) (a "Section 83(b) Election") of the Code with respect to the Restricted Shares. Stock. Any such election must be made within thirty (30) 30 days after the issuance of the shares. Grant Date. If the Grantee elects to make a Section 83(b) Election, the Grantee shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the US Internal Revenue Se...rvice. The Grantee agrees to assume full sole responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election. View More
Found in Global Water Resources, Inc. contract
Section 83(b) Election. The Grantee Participant may make an election under Code Section 83(b) (a "Section 83(b) Election") with respect to the Restricted Shares. Stock. Any such election must be made within thirty (30) days after the issuance of the shares. Grant Date. If the Grantee Participant elects to make a Section 83(b) Election, the Grantee Participant shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the US U.S. Inter...nal Revenue Service. The Grantee Participant agrees to assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the US U.S. Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election. View More
Found in HORIZON BANCORP INC contract
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Section 83(b) Election. The Grantee hereby acknowledges that the Grantee has been informed that, with respect to the Restricted Shares, the Grantee may file an election with the Internal Revenue Service, within 30 days of the execution of this Agreement, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the Restricted Shares and their fair market value on the date of purchase. Absent such an election, taxable income will be measured and recognized by th...e Grantee at the time or times at which the forfeiture restrictions on the Restricted Shares lapse. The Grantee is strongly encouraged to seek the advice of his or her own tax consultant in connection with the issuance of the Restricted Shares and the advisability of filing of the election under Section 83(b) of the Code. THE GRANTEE ACKNOWLEDGES THAT IT IS NOT THE COMPANY'S RESPONSIBILTY, BUT RATHER IS THE GRANTEE'S SOLE RESPONSIBILITY, TO FILE THE ELECTION UNDER SECTION 83(b) TIMELY. If the Grantee files an election under Section 83(b) of the Code, the Grantee shall promptly furnish the Company with a copy of the election. View More
Found in Aceto Cp contract
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Section 83(b) Election. The Grantee hereby acknowledges that the Grantee has been informed that, with respect to the Restricted Shares, Stock, the Grantee may file an election with the Internal Revenue Service, within 30 days of the execution effective date of this Agreement, electing pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, (the "Code") to be taxed currently on any difference between the purchase price of the Restricted Shares Stock and their the fair market value of the underlying S...hares on the date of purchase. Grant Date. Absent such an election, taxable income will be measured and recognized by the Grantee at the time or times at which the forfeiture restrictions on the Restricted Shares Stock lapse. The Grantee is strongly encouraged to seek the advice of his or her own tax consultant consultants in connection with the issuance of the Restricted Shares Stock and the advisability of filing of the election under Section 83(b) of the Code. A form of Election under Section 83(b) may be obtained from the Company's Director of Human Resources. THE GRANTEE ACKNOWLEDGES THAT IT IS NOT THE COMPANY'S RESPONSIBILTY, COMPANY'S, BUT RATHER IS THE GRANTEE'S GRANTEE'S, SOLE RESPONSIBILITY, RESPONSIBILITY TO FILE THE ELECTION UNDER SECTION 83(b) TIMELY. If the Grantee files an election under Section 83(b) of the Code, the Grantee shall promptly furnish the Company with a copy of the election. View More
Found in Meet Group, Inc. contract
Section 83(b) Election. The Grantee hereby acknowledges that the Grantee has been informed that, with respect to the shares of Restricted Shares, Stock, the Grantee may file an election with the Internal Revenue Service, within 30 days of the execution of this Agreement, electing pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, (the "Code") to be taxed currently on any difference between the purchase price of the shares of Restricted Shares Stock and their fair market value on the date of pur...chase. Absent such an election, taxable income will be measured and recognized by the Grantee at the time or times at which the forfeiture restrictions on the shares of Restricted Shares Stock lapse. The Grantee is strongly encouraged to seek the advice of his or her own tax consultant consultants in connection with the issuance of the shares of Restricted Shares Stock and the advisability of filing of the election under Section 83(b) of the Code. A form of election under Section 83(b) is attached hereto as Exhibit A for reference. THE GRANTEE ACKNOWLEDGES THAT IT IS NOT THE COMPANY'S RESPONSIBILTY, COMPANY'S, BUT RATHER IS THE GRANTEE'S SOLE RESPONSIBILITY, RESPONSIBILITY TO FILE THE ELECTION UNDER SECTION 83(b) TIMELY. If the Grantee files an election under Section 83(b) of the Code, the Grantee shall promptly furnish the Company with a copy of the election. View More
Found in ANTARES PHARMA, INC. contract
Section 83(b) Election. The Grantee hereby acknowledges that the Grantee has been informed that, with respect to the Restricted Shares, the Grantee may file an election pursuant to Section 83(b) of the Code with the Internal Revenue Service, Service within 30 days of the execution of this Agreement, electing pursuant to Section 83(b) of the Code Agreement to be taxed currently on any difference between the purchase price fair market value of the Restricted Shares and their fair market value on the date of purchase. iss...uance. Absent such an election, taxable income will be measured and recognized by the Grantee at the time or times at which the forfeiture restrictions on the Restricted Shares lapse. The Grantee is strongly encouraged to seek the advice of his or her own tax consultant in connection with the issuance of the Restricted Shares and the advisability of filing of the election under Section 83(b) of the Code. THE GRANTEE ACKNOWLEDGES THAT IT IS NOT THE COMPANY'S RESPONSIBILTY, RESPONSIBILITY, BUT RATHER IS THE GRANTEE'S SOLE RESPONSIBILITY, TO FILE TIMELY AND PROPERLY THE ELECTION UNDER SECTION 83(b) TIMELY. AND UNDER ANY CORRESPONDING PROVISIONS OF STATE TAX LAWS IF GRANTEE ELECTS TO UTILIZE SUCH ELECTION. If the Grantee files an election under Section 83(b) of the Code, the Grantee shall promptly furnish submit to the Company with a copy of the election within ten (10) days of filing such election. View More
Found in Presbia PLC contract
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Section 83(b) Election. If, within 30 days of the Date of Grant, the Participant makes an election under Section 83(b) of the Code, or any successor section thereto, to be taxed with respect to all or any portion of the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Participant would otherwise be taxable under Section 83(a) of the Code, the Participant shall deliver a copy of such election to the Company immediately after filing such election with ...the Internal Revenue Service. View More
Found in B/E AEROSPACE INC contract
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Section 83(b) Election. If, within 30 days of the Date of Grant, the Participant makes an election under Section 83(b) of the Code, Internal Revenue Code of 1986, as amended (the "Code"), or any successor section thereto, to be taxed with respect to all or any portion of the Restricted Stock Shares as of the date of transfer of the Restricted Stock Shares rather than as of the date or dates upon which the Participant would otherwise be taxable under Section 83(a) of the Code, the Participant shall deliver a copy of suc...h election to the Company immediately after filing such election with the Internal Revenue Service. View More
Found in Advanced Disposal Services, Inc. contract
Section 83(b) Election. If, within 30 days of the Date of Grant, the Participant makes an election under Section 83(b) of the Code, or any successor section thereto, to be taxed with respect to all or any portion of the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Participant would otherwise be taxable under Section 83(a) of the Code, the Participant shall deliver a copy of such election to the Company immediately after filing such election with ...the Internal Revenue Service. 3 16.Securities Laws. In connection with the grant or vesting of the Restricted Stock the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Award Agreement. View More
Found in B/E AEROSPACE INC contract
Section 83(b) Election. If, within 30 days of the Date of Grant, the Participant makes an election under Section 83(b) of the Code, Internal Revenue Code of 1986, as amended and the regulations and guidance promulgated thereunder (the "Code"), or any successor section thereto, to be taxed with respect to all or any portion of the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Participant would otherwise be taxable under Section 83(a) of the Code, t...he Participant shall deliver a copy of such election to the Company immediately after filing such election with the Internal Revenue Service. View More
Found in KLX Inc contract
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Section 83(b) Election. The Grantee may make an election under Code Section 83(b) (a "Section 83(b) Election") with respect to the Restricted Stock. Any such election must be made within thirty (30) days after the Grant Date. If the Grantee elects to make a Section 83(b) Election, the Grantee shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the US Internal Revenue Service. The Grantee agrees to assume full responsibility for... ensuring that the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election. 4 10. Compliance with Law. The issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company's shares of Common Stock may be listed. No shares of Common Stock shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Grantee understands that the Company is under no obligation to register the shares of Common Stock with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance. View More
Found in Accelerize Inc. contract
Section 83(b) Election. The Grantee may make an election under Code Section 83(b) (a "Section 83(b) Election") with respect to the Restricted Stock. Any such election must be made within thirty (30) days after the Grant Date. If the Grantee elects to make a Section 83(b) Election, the Grantee shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the US Internal Revenue Service. The Grantee agrees to assume full responsibility for... ensuring that the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election. 4 3 10. Compliance with Law. The issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company's shares of Common Stock may be listed. No shares of Common Stock shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Grantee understands that the Company is under no obligation to register the shares of Common Stock with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance. View More
Found in Computer Programs and Systems, Inc. contract
Section 83(b) Election. The Grantee may make an election under Code Section 83(b) (a "Section 83(b) Election") with respect to the Restricted Stock. Shares. Any such election must be made within thirty (30) days after the Grant Date. issuance of the shares. If the Grantee elects to make a Section 83(b) Election, the Grantee shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the US Internal Revenue Service. The Grantee agrees t...o assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election. 4 10. 6 13. Compliance with Law. The issuance and transfer of shares of Common Stock Shares shall be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company's shares of Common Stock Shares may be listed. No shares of Common Stock Shares shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Grantee understands that the Company is under no obligation to register the shares of Common Stock Shares with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance. View More
Found in UNITED COMMUNITY FINANCIAL CORP contract
View Variations (3)
Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for Unvested Shares, an election (the "Election") may be filed by the Purchaser with the Internal Revenue Service, within thirty (30) days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a N...onstatutory Stock Option, this will result in a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Shares. Absent such an Election, taxable income will be measured and recognized by Purchaser at the time or times on which the Company's Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the option is exercised, over the purchase price for the exercised Shares. Absent such an Election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company's Repurchase Option lapses. Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-4 for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER'S BEHALF. View More
Found in Xactly Corp contract
Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for Unvested Shares, an election (the "Election") may be filed by the Purchaser with the Internal Revenue Service, within thirty (30) days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a N...onstatutory Stock Option, this will result in a the recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Shares. Absent such an Election, taxable income will be measured and recognized by Purchaser at the time or times on which the Company's Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the option is exercised, over the purchase price for the exercised Shares. Absent such an Election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company's Repurchase Option lapses. This discussion is intended only as a summary of the general United States income tax laws that apply to exercising Options as to Shares that have not yet vested and is accurate only as of the date this form Agreement was approved by the Board. The federal, state and local tax consequences to any particular taxpayer will depend upon his or her individual circumstances. Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-4 for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER'S BEHALF. -3- 9. Representations. Purchaser has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Purchaser understands that he or she (and not the Company) shall be responsible for his or her own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. View More
Found in ShockWave Medical, Inc. contract
Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for Unvested Shares, an election (the (an "Election") may be filed by the Purchaser with the Internal Revenue Service, within thirty (30) days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of... a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Shares. Absent such an Election, taxable income will be measured and recognized by Purchaser at the time or times on which the Company's Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the option is exercised, over the purchase price for the exercised Shares. Absent such an Election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company's Repurchase Option lapses. Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. an Election. A form of Election under Section 83(b) is attached hereto as Exhibit C-4 for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER'S BEHALF. View More
Found in KalVista Pharmaceuticals, Inc. contract
Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for Unvested unvested Shares, an election (the "Election") may be filed by the Purchaser with the Internal Revenue Service, within thirty (30) 30 days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the... case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value fair market value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Shares. Absent such an Election, election, taxable income will be measured and recognized by Purchaser at the time or times on which the Company's Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value fair market value of the exercised Shares, at the time the option is exercised, over the purchase price for the exercised Shares. Absent such an Election, election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company's Repurchase Option lapses. Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-4 D-5 for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, 83(b), EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER'S BEHALF. 9 Standoff Agreement. Purchaser agrees, in connection with the Company's initial public offering of its equity securities, and upon request of the Company or the underwriters managing such offering, not to sell, make any short sale of, loan, grant any option for the purchase of or otherwise dispose of any shares of Stock (other than those included in the registration, if any) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) from the effective date of such registration as may be requested by the Company or such underwriters; provided, that the officers and directors of the Company who own stock of the Company also agree to such restrictions. View More
Found in A10 Networks, Inc. contract
View Variations (3)
Section 83(b) Election. You hereby acknowledge that you have been informed that, with respect to the purchase of the Restricted Shares, an election may be filed by you with the Internal Revenue Service, within 30 days of the purchase of the Restricted Shares, electing for United States tax purposes pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the Restricted Shares and their Fair Market Value on the date of purchase (the "Election"). Making the Election will... result in recognition of taxable income to you on the date of purchase, measured by the excess, if any, of the Fair Market Value of the Restricted Shares over the purchase price for the Restricted Shares. Absent such an Election, taxable income will be measured and recognized by you at the time or times on which the Company's Repurchase Right lapses. You are strongly encouraged to seek the advice of your own tax advisors in connection with the purchase of the Restricted Shares and the advisability of filing of the Election. YOU ACKNOWLEDGE THAT IT IS SOLELY YOUR RESPONSIBILITY, AND NOT THE COMPANY'S RESPONSIBILITY, TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF YOU REQUEST THE COMPANY, OR ITS REPRESENTATIVE, TO MAKE THIS FILING ON YOUR BEHALF. View More
Found in Compass, Inc. contract
Section 83(b) Election. You hereby acknowledge acknowledges that you have been informed that, with respect to the purchase of the Restricted Shares, an election may be filed by you with the Internal Revenue Service, within 30 days of the purchase of the Restricted Shares, electing for United States tax purposes pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the Restricted Shares and their Fair Market Value on the date of purchase (the "Election"). Making the ...Election will result in recognition of taxable income to you on the date of purchase, measured by the excess, if any, of the Fair Market Value of the Restricted Shares over the purchase price for the Restricted Shares. Absent such an Election, taxable income will be measured and recognized by you at the time or times on which the Company's Repurchase Right lapses. You hereby agree that, if you make such an Election, you will simultaneously provide a copy thereof to the Company. You are strongly encouraged to seek the advice of your own tax advisors consultants in connection with the purchase of the Restricted Shares and the advisability of filing of the Election. YOU ACKNOWLEDGE THAT IT IS SOLELY YOUR RESPONSIBILITY, AND NOT THE COMPANY'S RESPONSIBILITY, TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF YOU REQUEST THE COMPANY, OR ITS REPRESENTATIVE, TO MAKE THIS FILING ON YOUR BEHALF. View More
Found in Real Good Food Company, Inc. contract
Section 83(b) Election. You hereby acknowledge that you have been informed that, with respect to the purchase of the Restricted Shares, an election may be filed by you with the Internal Revenue Service, within 30 days of the purchase of the Restricted Shares, electing for United States tax purposes pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the Restricted Shares and their Fair Market Value on the date of purchase (the "Election"). Making the Election will... result in recognition of taxable income to you on the date of purchase, measured by the excess, if any, of the Fair Market Value of the Restricted Shares over the purchase price for the Restricted Shares. Absent such an Election, taxable income will be measured and recognized by you at the time or times on which the Company's Repurchase Right lapses. You are strongly encouraged to seek the advice of your his or her own tax advisors consultants in connection with the purchase of the Restricted Shares and the advisability of filing of the Election. YOU ACKNOWLEDGE THAT IT IS SOLELY YOUR RESPONSIBILITY, AND NOT THE COMPANY'S RESPONSIBILITY, TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF YOU REQUEST THE COMPANY, OR ITS REPRESENTATIVE, TO MAKE THIS FILING ON YOUR BEHALF. View More
Found in APPFOLIO INC contract
Section 83(b) Election. You hereby acknowledge acknowledges that you have he or she has been informed that, with respect to the purchase of the Restricted Shares, an election may be filed by you with the Internal Revenue Service, within 30 days of the purchase of the Restricted Shares, electing for United States tax purposes pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the Restricted Shares and their Fair Market Value on the date of purchase (the "Election"...). Making the Election will result in recognition of taxable income to you on the date of purchase, measured by the excess, if any, of the Fair Market Value of the Restricted Shares over the purchase price for the Restricted Shares. Absent such an Election, taxable income will be measured and recognized by you at the time or times on which the Company's Repurchase Right lapses. You are strongly encouraged to seek the advice of your his or her own tax advisors consultants in connection with the purchase of the Restricted Shares and the advisability of filing of the Election. YOU ACKNOWLEDGE THAT IT IS SOLELY YOUR RESPONSIBILITY, AND NOT THE COMPANY'S RESPONSIBILITY, TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF YOU REQUEST THE COMPANY, OR ITS REPRESENTATIVE, TO MAKE THIS FILING ON YOUR BEHALF. View More
Found in Dermira, Inc. contract
View Variations (3)
Section 83(b) Election. The Participant covenants that the Participant shall make a timely election under Section 83(b) of the Code (and any comparable election in the state of the Participant's residence) with respect to the Class D Units covered by the Award, and the Partnership hereby consents to the making of such election(s). In connection with such election, the Participant and the Participant's spouse, if applicable, shall promptly provide a copy of such election to the Partnership. Instructions for completing a...n election under Section 83(b) of the Code and a form of election under Section 83(b) of the Code are attached hereto as Exhibit B. The Participant represents that the Participant has consulted any tax consultant(s) that the Participant deems advisable in connection with the filing of an election under Section 83(b) of the Code and similar state tax provisions. The Participant acknowledges that it is the Participant's sole responsibility and not the Company's to timely file an election under Section 83(b) of the Code (and any comparable state election), even if the Participant requests that the Company or any representative of the Company make such filing on the Participant's behalf. The Participant should consult his or her tax advisor to determine if there is a comparable election to file in the state of his or her residence. View More
Found in Digital Realty Trust Inc contract
Section 83(b) Election. The Participant covenants that the Participant he shall make a timely election under Section 83(b) of the Code (and any comparable election in the state of the Participant's residence) with respect to the Class D C Incentive Units covered by the Award, and the Partnership hereby consents to the making of such election(s). Award. In connection with such election, the Participant and the Participant's spouse, if applicable, shall promptly provide execute and deliver to the Company with this execut...ed Agreement, a copy of such election the Election Pursuant to the Partnership. Instructions for completing an election under Section 83(b) of the Code and a Code, substantially in the form of election under Section 83(b) of the Code are attached hereto as Exhibit B. The A. Participant represents that the Participant has consulted any tax consultant(s) that the Participant deems advisable in connection with the filing of an election under Section 83(b) of the Code and similar state tax provisions. The Participant acknowledges that it is the Participant's sole responsibility and not the Company's to timely file an election under Section 83(b) of the Code (and any comparable state election), even if the Participant requests that the Company or any representative of the Company make such filing on the Participant's behalf. The Participant should consult his or her tax advisor to determine if there is a comparable election to file in the state of his or her residence. View More
Found in Cadence Bancorporation contract
Section 83(b) Election. The Participant covenants that the Participant shall make a timely election under Section 83(b) of the Code (and any comparable election in the state of the Participant's residence) with respect to the Class D Units covered by the Award, and the Partnership hereby consents to the making of such election(s). In connection with such election, the Participant and the Participant's spouse, if applicable, shall promptly provide execute and deliver to the Company with this executed Agreement, a copy o...f such election the Election Pursuant to the Partnership. Instructions for completing an election under Section 83(b) of the Code and a Internal Revenue Code, substantially in the form of election under Section 83(b) of the Code are attached hereto as Exhibit B. The Participant represents that Participant is not relying on Carvana or the Participant Company with respect to making such election and has consulted any tax consultant(s) that the Participant deems advisable in connection with the filing of an election under Section 83(b) of the Code and similar state tax provisions. The Participant acknowledges that it is the Participant's sole responsibility and not Carvana's or the Company's to timely file an election under Section 83(b) of the Code (and any comparable state election), Code, even if the Participant requests that Carvana, the Company or any representative of the Company either entity make such filing on the Participant's behalf. The Participant should consult his or her tax advisor to determine if there is a comparable election to file in the state of his or her residence. residence and whether such filing is desirable under the circumstances. View More
Found in CARVANA CO. contract
Section 83(b) Election. The Participant covenants that the Participant he or she shall make a timely an election under Code Section 83(b) of the Code (and any comparable election in the state of the Participant's residence) with respect to the Class D Profits Interest Units covered by the Award, within thirty (30) calendar days following the Grant Date, and the Partnership Company hereby consents to the making of such election(s). election. In connection with such election, the Participant and the Participant's spouse,... if applicable, shall promptly provide execute and deliver to the Company with this executed Agreement, a copy of such the election pursuant to the Partnership. Instructions for completing an election under Code Section 83(b) of substantially in the Code and a form of election under Section 83(b) of the Code are attached hereto as Exhibit B. A. The Participant represents that the Participant has consulted any tax consultant(s) that the Participant deems advisable in connection with the filing of an election under Code Section 83(b) of the Code and similar state tax provisions. The Participant acknowledges that it is the Participant's sole responsibility and not the Company's responsibility of the Company, the Partnership, or any of their Subsidiaries to timely file an election under Code Section 83(b) of the Code (and any comparable state election), even if the Participant requests that the Company Company, the Partnership, or any of their Subsidiaries, or any representative of the Company Company, the Partnership, or any of their Subsidiaries, make such filing on the Participant's behalf. The Participant should is encouraged to consult his or her tax advisor to determine if there is a comparable election to file in the state of his or her residence. View More
Found in PARKWAY PROPERTIES INC contract
View Variations (3)
Section 83(b) Election. The Participant shall not exercise the election permitted under section 83(b) of the Code with respect to the Restricted Stock without the written approval of the Chief Financial Officer of the Company.
Found in TUESDAY MORNING CORP contract
Section 83(b) Election. The Participant Director shall not exercise the election permitted under section 83(b) of the Code with respect to the Restricted Stock Shares without the prior written approval of the Chief Financial Officer of the Company.
Found in Tailored Brands, Inc. contract
Section 83(b) Election. The Participant Awardee shall not exercise the election permitted under section 83(b) of the Code with respect to the Restricted Stock Shares without the written approval of the Chief Financial Officer of the Company.
Found in TUESDAY MORNING CORP contract
View Variations (2)
Section 83(b) Election. The Employee shall not exercise the election permitted under section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the Restricted Shares without the prior written approval of the General Counsel or the Chief Financial Officer of the Company. If the General Counsel or the Chief Financial Officer of the Company permits the election, the Employee shall timely pay the Company the amount necessary to satisfy the Company's attendant tax withholding obligations, if any. - 3- 8.... No Fractional Shares. All provisions of this Agreement concern whole Shares. If the application of any provision hereunder would yield a fractional share, such fractional share shall be rounded down to the next whole share if it is less than 0.5 and rounded up to the next whole share if it is 0.5 or more. View More
Found in RigNet, Inc. contract
Section 83(b) Election. The Employee shall not exercise the election permitted under section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the Restricted Shares without the prior written approval of the General Counsel or the Chief Financial Officer of the Company. If the General Counsel or the Chief Financial Officer of the Company permits the election, the Employee shall timely pay the Company the amount necessary to satisfy the Company's attendant tax withholding obligations, if any. - 3- -...3- Employee Agreement 8. No Fractional Shares. All provisions of this Agreement concern whole Shares. shares of Stock. If the application of any provision hereunder would yield a fractional share, share of Stock, such fractional share of Stock shall be rounded down to the next whole share of Stock if it is less than 0.5 and rounded up to the next whole share of Stock if it is 0.5 or more. View More
Found in Tailored Brands, Inc. contract
Section 83(b) Election. The Employee Participant shall not exercise the election permitted under section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the Restricted Shares Stock without the prior written approval of the General Counsel or the Chief Financial Officer of the Company. If the General Counsel or the Chief Financial Officer of the Company permits the election, the Employee shall timely pay the Company the amount necessary to satisfy the Company's attendant tax withholding obligatio...ns, if any. - 3- 3 8. No Fractional Shares. All provisions of this Agreement concern whole Shares. shares of Common Stock. If the application of any provision hereunder would yield a fractional share, such fractional share shall be rounded down to the next whole share if it is less than 0.5 and rounded up to the next whole share if it is 0.5 or more. View More
Found in TUESDAY MORNING CORP contract
View Variations (2)