Tax Consequences Clause Example with 8 Variations from Business Contracts

Tax Consequences. You agree to review with your own tax advisors the federal, state, local and foreign tax consequences of this Award investment and the transactions contemplated by this Agreement. You shall will rely solely on such your advisors and not on any statements or representations of the Company or any of its agents. You understand that you (and not the Company) shall will be responsible for your own tax liability that may arise as a result of this Award and investment or the transactions contemplated b...y this 6. Agreement. You understand that Section 83 of the Code taxes as ordinary income to you the fair market value of the shares Shares of Common Stock issued to you under this Agreement as of the date any restrictions on the shares Shares lapse (that is, as of the date on which part or all of the shares Shares vest). In this context, "restriction" includes the right risk of forfeiture with respect to some or all of the Company to reacquire the shares pursuant to its Reacquisition Right. Shares set forth above. You understand that you may elect to be taxed on the fair market value of the shares at the time the shares are acquired Common Stock is issued to you pursuant to this Agreement, rather than when and as the Company's Reacquisition Right expires risk of forfeiture with respect to the Shares expires, by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service within thirty (30) 30 days after the date you acquire the shares Shares of Common Stock pursuant to this Agreement. A sample 83(b) Election is attached as Attachment V for convenience. Even if the fair market value of the Common Stock at the time it is issued 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. You understand that failure to file an 83(b) Election in a timely manner may result in adverse tax consequences for you. You further understand that you must file an additional copy of the 83(b) Election with your Award. federal income tax return for the calendar year in which you make the 83(b) Election. You acknowledge that the foregoing is only a summary of the effect of U.S. federal income taxation with respect to issuance of the Common Stock pursuant to this Agreement, and does not purport to be complete. You further acknowledge that notwithstanding the inclusion of a sample 83(b) Election as Attachment V, the Company has directed you to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which you may reside, and the tax consequences of your death. You assume all responsibility for filing an 83(b) Election and paying all taxes resulting from the 83(b) Election or the lapse of the restrictions on the Common Stock. YOU ACKNOWLEDGE THAT NOTWITHSTANDING THE INCLUSION OF A SAMPLE 83(B) ELECTION AS ATTACHMENT V, IT IS YOUR SOLE OWN RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF YOU REQUEST 83(B) ELECTION. THE COMPANY OR AND ITS REPRESENTATIVES LEGAL COUNSEL CANNOT ASSUME RESPONSIBILITY FOR FAILURE TO MAKE FILE THE FILING ON YOUR BEHALF. You further acknowledge that you are aware that should you file an election under Section 83(b) of the Code and then subsequently forfeit the shares, you will not be able to report as a loss the value of any shares forfeited and will not get a refund of any of the tax paid. 83(B) ELECTION IN A TIMELY MANNER UNDER ANY CIRCUMSTANCES. View More

Tax Consequences. You agree to review with your own tax advisors the federal, state, local and foreign tax consequences of this Award investment and the transactions contemplated by this Agreement. Award. You shall will rely solely on such advisors and not on any statements or representations of the Company or any of its agents. You understand that you (and not the Company) shall will be responsible for your own tax liability that may arise as a result of this Award and investment or the transactions contemplated... by this Agreement. Award. You understand that Section 83 of the Code taxes as ordinary income to you the fair market value of the shares of Common Stock Shares issued to you pursuant to the Award as of the date any restrictions on the such shares lapse (that is, as of the date on which part or all of the such shares vest). In this context, "restriction" includes the right of the Company to reacquire the shares Shares pursuant to its the Reacquisition Right. Right set forth above. You understand that you may elect to be taxed on the fair market value of the shares at the time the shares Shares are acquired issued to you pursuant to your Award, rather than when and as the Company's Reacquisition Right expires expires, by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service within thirty (30) 30 days after the date you acquire the shares Shares pursuant to your Award. Even if the fair market value of the Common Stock at the time of grant of your Award equals the amount paid for the Shares (if anything), the 83(b) Election must be made to avoid income under Section 83(a) in the future. You understand that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for you. You acknowledge that the foregoing is only a summary of the effect of U.S. federal income taxation with respect to issuance of the Shares pursuant to your Award, and does not purport to be complete. You further acknowledge that the Company has directed you to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which you may reside, and the tax consequences of your death. You assume all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Shares. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE OWN RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF YOU REQUEST 83(b) ELECTION. THE COMPANY OR AND ITS REPRESENTATIVES LEGAL COUNSEL CANNOT ASSUME RESPONSIBILITY FOR FAILURE TO MAKE FILE THE FILING ON YOUR BEHALF. You further acknowledge that you are aware that should you file an election under Section 83(b) ELECTION IN A TIMELY MANNER UNDER ANY CIRCUMSTANCES. 8 16. Severability. If all or any part of this Award Agreement or the Code and then subsequently forfeit the shares, you Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Award Agreement or the Plan not declared to be able unlawful or invalid. Any Section of this Award Agreement (or part of such a Section) so declared to report as be unlawful or invalid shall, if possible, be construed in a loss manner which will give effect to the value terms of any shares forfeited such Section or part of a Section to the fullest extent possible while remaining lawful and will not get a refund of any of the tax paid. valid. View More

Tax Consequences. The Company has no duty or obligation to minimize the tax consequences to you of this Award and shall not be liable to you for any adverse tax consequences to you arising in connection with this Award. You agree are hereby advised to review consult with your own tax personal tax, financial and/or legal advisors regarding the federal, state, local and foreign tax consequences of this Award and by signing the transactions contemplated by this Agreement. You shall rely solely on such advisors Grant... Notice, you have agreed that you have done so or knowingly and not on any statements or representations of the Company or any of its agents. voluntarily declined to do so. You understand that you (and not the Company) shall be responsible for your own tax liability that may arise as a result of this Award investment or the transactions contemplated by this Agreement. You agree to review with your own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. You will rely solely on such advisors and not on any statements or representations of the Company or any of its agents. You understand that Section 83 Section83 of the Code taxes as ordinary income to you the fair market value of the shares of Common Stock issued to you pursuant to the Award as of the date any restrictions on the such shares lapse (that is, as of the date on which part or all of the such shares vest). In this context, "restriction" includes the right of the Company to reacquire the shares pursuant to its Reacquisition Right. You understand that you may elect to be taxed on the fair market value of the shares at the time the shares are acquired Common Stock is issued to you pursuant to your Award, rather than when and as the Company's Reacquisition Right expires applicable restrictions lapse, by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service within thirty (30) days after the date you your acquire the shares of Common Stock pursuant to your Award. Even if the fair market value of the Common Stock at the time of grant of your Award 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. You understand that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for you. You further understand that you must file an additional copy of such 83(b) Election with your federal income tax return for the calendar year in which you make such 83(b) Election. You acknowledge that the foregoing is only a summary of the effect of U.S. federal income taxation with respect to issuance of the Common Stock pursuant to your Award, and does not purport to be complete. You further acknowledge that the Company has directed you to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which you may reside, and the tax consequences of your death. You assume 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. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE OWN RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF YOU REQUEST 83(B) OF THE CODE. THE COMPANY OR AND ITS REPRESENTATIVES LEGAL COUNSEL CANNOT ASSUME RESPONSIBILITY FOR FAILURE TO MAKE FILE THE FILING ON YOUR BEHALF. You further acknowledge that you are aware that should you file an election under Section 83(b) of the Code and then subsequently forfeit the shares, you will not be able to report as a loss the value of any shares forfeited and will not get a refund of any of the tax paid. 83(B) ELECTION IN A TIMELY MANNER UNDER ANY CIRCUMSTANCES. View More

Tax Consequences. You agree to review with your own tax advisors the federal, state, local and foreign tax consequences of this Award investment and the transactions contemplated by this Agreement. Award. You shall will rely solely on such advisors and not on any statements or representations of the Company or any of its agents. You understand that you (and not the Company) shall will be responsible for your own tax liability that may arise as a result of this Award and investment or the transactions contemplated... by this Agreement. Award. You understand that Section 83 of the Code taxes as ordinary income to you the fair market value of the shares of Common Stock Shares issued to you pursuant to the Award as of the date any restrictions on the such shares lapse (that is, as of the date on which part or all of the such shares vest). In this context, "restriction" includes the right of the Company to reacquire the shares Shares pursuant to its the Reacquisition Right. Right set forth above. You understand that you may elect to be taxed on the fair market value of the shares at the time the shares Shares are acquired issued to you pursuant to your Award, rather than when and as the Company's Reacquisition Right expires expires, by filing an election under Section 83(b) of the Code (an "83(b) Election") 6 with the Internal Revenue Service within thirty (30) 30 days after the date you your acquire the shares Shares pursuant to your Award. Even if the fair market value of the Common Stock at the time of grant of your Award equals the amount paid for the Shares (if anything), the 83(b) Election must be made to avoid income under Section 83(a) in the future. You understand that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for you. You acknowledge that the foregoing is only a summary of the effect of U.S. federal income taxation with respect to issuance of the Shares pursuant to your Award, and does not purport to be complete. You further acknowledge that the Company has directed you to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which you may reside, and the tax consequences of your death. You assume all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Shares. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE OWN RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF YOU REQUEST 83(b) ELECTION. THE COMPANY OR AND ITS REPRESENTATIVES LEGAL COUNSEL CANNOT ASSUME RESPONSIBILITY FOR FAILURE TO MAKE FILE THE FILING ON YOUR BEHALF. You further acknowledge that you are aware that should you file an election under Section 83(b) of the Code and then subsequently forfeit the shares, you will not be able to report as a loss the value of any shares forfeited and will not get a refund of any of the tax paid. ELECTION IN A TIMELY MANNER UNDER ANY CIRCUMSTANCES. View More

Tax Consequences. You agree to review with your own tax advisors the federal, state, local and foreign tax consequences of this Award and the transactions contemplated by this Agreement. You shall rely solely on such advisors and not on any statements or representations of the Company or any of its agents. You understand that you (and not the Company) shall be responsible for your own tax liability that may arise as a result of this Award and the transactions contemplated by this Agreement. You understand that Se...ction 83 of the Code taxes as ordinary income to you the fair market value of the shares of Common Stock as of the date any restrictions on the shares lapse (that is, as of the date on which part or all of the shares vest). In this context, "restriction" includes the right of the Company to reacquire the shares pursuant to its Reacquisition Right. You understand that you may elect to be taxed on the fair market value of the shares at the time the shares are acquired rather than when and as the Company's Reacquisition Right expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days after the date you acquire the shares pursuant to your Award. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF YOU REQUEST THE COMPANY OR ITS REPRESENTATIVES TO MAKE THE FILING ON YOUR BEHALF. You further acknowledge that you are aware that should you file an election under Section 83(b) of the Code and then subsequently forfeit the shares, you will not be able to report as a loss the value of any shares forfeited and will not get a refund of any of the tax paid. 6 20. Notices. Any notice or request required or permitted hereunder shall be given in writing to each of the other parties hereto and shall be deemed effectively given on the earlier of (i) the date of personal delivery, including delivery by express courier, or (ii) the date that is five (5) days after deposit in the United States Post Office (whether or not actually received by the addressee), by registered or certified mail with postage and fees prepaid, addressed at the following addresses, or at such other address(es) as a party may designate by ten (10) days' advance written notice to each of the other parties hereto: Company: Geron Corporation Attn: Controller 230 Constitution Drive Menlo Park, CA 94025 Holder: Your address as on file with the Company at the time the Grant Notice is given. Escrow Agent: Geron Corporation Attn: Corporate Secretary 230 Constitution Drive Menlo Park, CA 94025 21. Headings. The headings of the Sections in this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement or to affect the meaning of this Agreement. View More

Tax Consequences. You agree to review with your own tax advisors the federal, state, local and foreign tax consequences of this Award investment and the transactions contemplated by this Agreement. You shall will rely solely on such advisors and not on any statements or representations of the Company or any of its agents. You understand that you (and not the Company) shall will be responsible for your own tax liability that may arise as a result of this Award and investment or the transactions contemplated by thi...s Agreement. You understand that Section 83 of the Code taxes as ordinary income to you the fair market value of the shares of Common Stock issued to you pursuant to the Award as of the date any restrictions on the such shares lapse (that is, as of the date on which part or all of the such shares vest). In this context, "restriction" includes the right of the Company to reacquire the shares Common Stock pursuant to its the Reacquisition Right. Right set forth above. You understand that you may elect to be taxed on the fair market value of the shares at the time the shares are acquired Common Stock is issued to you pursuant to your Award, rather than when and as the Company's Reacquisition Right expires expires, by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service within thirty (30) days after the date you your acquire the shares of Common Stock pursuant to your Award. Even if the fair market value of the Common Stock at the time of grant of your Award 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. You understand that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for you. You further understand that you may file an additional copy of such 83(b) Election with your federal income tax return for the calendar year in which you make such 83(b) Election. You acknowledge that the foregoing is only a summary of the effect of U.S. federal income taxation with respect to issuance of the Common Stock pursuant to your Award, and does not purport to be complete. You further acknowledge that the Company has directed you to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which you may reside, and the tax consequences of your death. You assume 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. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE OWN RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF YOU REQUEST 83(B) OF THE CODE. THE COMPANY OR AND ITS REPRESENTATIVES LEGAL COUNSEL CANNOT ASSUME RESPONSIBILITY FOR FAILURE TO MAKE FILE THE FILING ON YOUR BEHALF. 83(B) ELECTION IN A TIMELY MANNER UNDER ANY CIRCUMSTANCES. You further acknowledge that you because the Company's shares of Common Stock are aware that should you file not traded on an election under Section 83(b) established securities market, the fair market value of the Code shares subject to your Award is determined by the Company, perhaps in consultation with an independent valuation firm retained by the Company, and then subsequently forfeit the shares, you will not be able to report make any claim against the Company, or any of its officers, directors, employees, affiliates or agents regarding the valuation of the shares. You acknowledge that you are solely responsible for any taxes imposed on you as a loss result of the value receipt of the Award and the vesting of the shares thereunder, and that the Company has not advised you, and you are not relying on, any shares forfeited and will not get a refund of tax advice from the Company or any of the tax paid. its agents. View More

Tax Consequences. You agree to review with your own tax advisors the federal, state, local and foreign tax consequences of this Award investment and the transactions contemplated by this Agreement. You shall rely solely on such advisors and not on any statements or representations of the Company Corporation or any of its agents. You understand that you (and not the Company) Corporation) shall be responsible for your own tax liability that may arise as a result of this Award and investment or the transactions cont...emplated by this Agreement. You understand that Section 83 of the Code taxes as ordinary income to you the fair market value of the shares of Common Stock as of the date any restrictions on the shares lapse (that is, as of the date on which part or all of the shares vest). In this context, "restriction" includes the right of the Company Corporation to reacquire the shares pursuant to its Reacquisition Right. You understand that you may elect to be taxed on the fair market value of the shares at the time the shares are acquired rather than when and as the Company's Corporation's Reacquisition Right expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days after the date you acquire the shares pursuant to your Award. Date of Grant. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE COMPANY'S, CORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF YOU REQUEST THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THE FILING ON YOUR BEHALF. You further acknowledge that you are aware that should you file an election under Section 83(b) of the Code and then subsequently forfeit the shares, you will not be able to report as a loss the value of any shares forfeited and will not get a refund of any of the tax paid. View More

Tax Consequences. You agree to review with your own tax advisors the federal, state, local and foreign tax consequences of this Award investment and the transactions contemplated by this Agreement. You shall rely solely on such advisors and not on any statements or representations of the Company or any of its agents. You understand that you (and not the Company) shall be responsible for your own tax liability that may arise as a result of this Award and investment or the transactions contemplated by this Agreemen...t. You understand that Section 83 of the Code taxes as ordinary income to you the fair market value of the shares of Common Stock as of the date any restrictions on the shares lapse (that is, as of the date on which part or all of the shares vest). In this context, "restriction" includes the right of the Company to reacquire the shares pursuant to its Reacquisition Right. You understand that you may elect to be taxed on the fair market value of the shares at the time the shares are acquired rather than when and as the Company's Reacquisition Right expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days after the date you acquire the shares pursuant to your Award. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF YOU REQUEST THE COMPANY OR ITS REPRESENTATIVES TO MAKE THE FILING ON YOUR BEHALF. You further acknowledge that you are aware that should you file an election under Section 83(b) of the Code and then subsequently forfeit the shares, you will not be able to report as a loss the value of any shares forfeited and will not get a refund of any of the tax paid. View More