Tax Matters Clause Example with 32 Variations from Business Contracts

Tax Matters. (a) Acknowledgments; Section 83(b) Election. The Participant acknowledges that he or she is responsible for obtaining the advice of the Participant's own tax advisors with respect to the acquisition award of the Restricted Shares RSUs, and the Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to the tax consequences relating to the Restricted Shares. RSUs. The Participant understands that the Participant (...and not the Company) shall be responsible for the Participant's tax liability that may arise in connection with the acquisition, vesting and/or disposition of the Restricted Shares. The Participant acknowledges and agrees that he or she shall not make an election under Section 83(b) of the Internal Revenue Code, as amended with respect to the issuance of the Restricted Shares. RSUs. (b) Withholding. The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local local, Israeli or other taxes of any kind required by law to be withheld with respect to the vesting of the Restricted Shares. At such time as the RSUs. The Participant is not aware of any material nonpublic information about shall indemnify the Company or the Common Stock, the Participant shall execute the instructions set forth in Exhibit B attached hereto (the "Automatic Sale Instructions") as the means of satisfying and/or its 2 shareholders and/or its Affiliates and/or its officers, and hold them harmless against and from any and all liability for any such tax obligation. If or interest or penalty thereon, including without limitation, liabilities relating to withholding tax. (c) Reporting. The Participant acknowledges and agrees to comply with all necessary reporting obligations in the Participant does not execute the Automatic Sale Instructions prior Participant's jurisdiction (in relation to an applicable vesting date, then the Participant agrees that if under applicable law the Participant will owe taxes at such vesting date on the portion of the Award then vested, the Company shall be entitled to immediate payment from the Participant of the amount of all taxes, social security contributions and any tax required to be withheld by the Company. The Company shall not deliver any shares of Common Stock other similar charges) which arise in relation to the Participant until it is satisfied that all required withholdings have been made. RSUs. View More

Tax Matters. (a) Acknowledgments; Section 83(b) Election. The Participant acknowledges that he or she is responsible for obtaining the advice of the Participant's own tax advisors with respect to the acquisition of the Restricted Shares Stock and the Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to the tax consequences relating to the Restricted Shares. Stock. The Participant understands that the Participant (and n...ot the Company) shall be responsible for the Participant's tax liability that may arise in connection with the acquisition, vesting and/or disposition of the Restricted Shares. Stock. The Participant acknowledges and agrees that he or she shall not make has been informed of the availability of making an election under Section 83(b) of the Internal Revenue Code, as amended amended, with respect to the issuance of the Restricted Shares. Stock and that the Participant has decided not to file a Section 83(b) election. (b) Withholding. The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the shares of Restricted Shares. At such time as the Participant is not aware of any material nonpublic information about the Company or the Common Stock, the Participant shall execute the instructions set forth in Exhibit B attached hereto (the "Automatic Sale Instructions") as the means of satisfying such tax obligation. If the Participant does not execute the Automatic Sale Instructions prior to an applicable vesting date, then the Participant agrees that if under applicable law the Participant will owe taxes at such vesting Stock. On each date on the portion which shares of the Award then vested, Restricted Stock vest, the Company shall be entitled deliver written notice to immediate payment from the Participant of the amount of withholding taxes due with respect to the vesting of the shares of Restricted Stock that vest on such date; provided, however, that the total tax withholding cannot exceed the Company's minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). The Participant shall C-5 satisfy such tax withholding obligations by transferring to the Company, on each date on which shares of Restricted Stock vest under this Agreement, such number of shares of Restricted Stock that vest on such date as have a fair market value (calculated using the last reported sale price of the common stock of the Company on the New York Stock Exchange (or if not then traded on such exchange, on the principal national securities exchange in the United States on which it is then traded) on the trading date immediately prior to such vesting date) equal to the amount of the Company's tax withholding obligation in connection with the vesting of such Restricted Stock (such withholding method a "Surrender") unless, prior to any tax vesting date, the Compensation Committee determines that a Surrender shall not be available to the Participant, in which case, the Participant shall be required to be withheld satisfy his tax obligations hereunder in a manner permitted by the Company. The Company shall not deliver any shares of Common Stock to Plan upon the Participant until it is satisfied that all required withholdings have been made. vesting date. View More

Tax Matters. (a) Acknowledgments; Section 83(b) Election. The Participant acknowledges that he or she is responsible for obtaining the advice of the Participant's own tax advisors with respect to the acquisition of the Restricted Shares Stock and the Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to the tax consequences relating to the Restricted Shares. Stock. The Participant understands that the Participant (and n...ot the Company) shall be responsible for the Participant's tax liability that may arise in connection with the acquisition, vesting and/or disposition of the Restricted Shares. Stock. The Participant acknowledges and agrees that he or she shall not make has been informed of the availability of making an election under Section 83(b) of the Internal Revenue Code, as amended amended, with respect to the issuance of the Restricted Shares. Stock and that the Participant has decided not to file a Section 83(b) election. (b) Withholding. The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the shares of Restricted Shares. At such time as the Participant is not aware of any material nonpublic information about the Company or the Common Stock, the Participant shall execute the instructions set forth in Exhibit B attached hereto (the "Automatic Sale Instructions") as the means of satisfying such tax obligation. If the Participant does not execute the Automatic Sale Instructions prior to an applicable vesting date, then the Participant agrees that if under applicable law the Participant will owe taxes at such vesting Stock. On each date on the portion which shares of the Award then vested, Restricted Stock vest, the Company shall be entitled deliver written notice to immediate payment from the Participant of the amount of withholding taxes due with respect to the vesting of the shares of Restricted Stock that vest on such date; provided, however, that the total tax withholding cannot exceed the Company's minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). The Participant shall satisfy such tax withholding obligations by transferring to the Company, on each date on which shares of Restricted Stock vest under this Agreement, such number of shares of Restricted Stock that vest on such date as have a fair market value (calculated using the last reported sale price of the common stock of the Company on the New York Stock Exchange (or if not then traded on such exchange, on the principal national securities exchange in the United States on which it is then traded) on the trading date immediately prior to such vesting date) equal to the amount of the Company's tax withholding obligation in connection with the vesting of such Restricted Stock (such withholding method a "Surrender") unless, prior to any tax vesting date, the Compensation Committee determines that a Surrender shall not be available to the Participant, in which case, the Participant shall be required to be withheld satisfy his tax obligations hereunder in a manner permitted by the Company. The Company shall not deliver any shares of Common Stock to Plan upon the Participant until it is satisfied that all required withholdings have been made. vesting date. View More

Tax Matters. (a) Acknowledgments; Section 83(b) Election. The Participant acknowledges that he or she is responsible for obtaining the advice of the Participant's own tax advisors with respect to the acquisition of the Restricted Shares Stock and the Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to the tax consequences relating to the Restricted Shares. Stock. The Participant understands that the Participant (and n...ot the Company) shall be responsible for the Participant's tax liability that may arise in connection with the acquisition, vesting and/or disposition of the Restricted Shares. Stock. The Participant acknowledges and agrees that he or she shall not make has been informed of the availability of making an election under Section 83(b) of the Internal Revenue Code, as amended amended, with respect to the issuance of the Restricted Shares. Stock and that the Participant has decided not to file a Section 83(b) election. (b) Withholding. The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the shares of Restricted Shares. At such time as the Participant is not aware of any material nonpublic information about the Company or the Common Stock, the Participant shall execute the instructions set forth in Exhibit B attached hereto (the "Automatic Sale Instructions") as the means of satisfying such tax obligation. If the Participant does not execute the Automatic Sale Instructions prior to an applicable vesting date, then the Participant agrees that if under applicable law the Participant will owe taxes at such vesting Stock. On each date on the portion which shares of the Award then vested, Restricted Stock vest, the Company shall be entitled deliver written notice to immediate payment from the Participant of the amount of withholding taxes due with respect to the vesting of the shares of Restricted Stock that vest on such date; provided, however, that the total tax withholding cannot exceed the Company's minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). The Participant shall satisfy such tax withholding obligations by transferring to the Company, on each date on which shares of Restricted Stock vest under this Agreement, such number of shares of Restricted Stock that vest on such date as have a fair market value (calculated using the last reported sale price of the common stock of the Company on the New York Stock Exchange on the trading date immediately prior to such vesting date) equal to the amount of the Company's tax withholding obligation in connection with the vesting of such Restricted Stock (such withholding method a "Surrender") unless, prior to any tax vesting date, the Compensation Committee determines that a Surrender shall not be available to the Participant, in which case, the Participant shall be required to be withheld satisfy his tax obligations hereunder in a manner permitted by the Company. The Company shall not deliver any shares of Common Stock to Plan upon the Participant until it is satisfied that all required withholdings have been made. vesting date. View More

Tax Matters. (a) Acknowledgments; Section 83(b) Election. The Participant acknowledges that he or she is responsible for obtaining the advice of the Participant's own tax advisors with respect to the acquisition of the Restricted Shares and the Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to the tax consequences relating to the Restricted Shares. The Participant understands that the Participant (and not the Compan...y) shall be responsible for the Participant's tax liability that may arise in connection with the acquisition, vesting and/or disposition of the Restricted Shares and any Accrued Dividends with respect to such Restricted Shares. The Participant acknowledges and agrees that he or she shall not make has been informed of the availability of making an election under Section 83(b) of the Internal Revenue Code, as amended amended, with respect to the issuance of the Restricted Shares. Shares and that the Participant has decided not to file a Section 83(b) election. (b) Withholding. The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the Restricted Shares. At such time as the Participant is not aware of any material nonpublic information about the Company or the Common Stock, the Participant shall execute the instructions set forth in Exhibit B attached hereto (the "Automatic Sale Instructions") as the means of satisfying such tax obligation. If the Participant does not execute the Automatic Sale Instructions prior to an applicable vesting date, then the Participant agrees that if under applicable law the Participant will owe taxes at such vesting On each date on the portion of the Award then vested, which Restricted Shares vest, the Company shall be entitled deliver written notice to immediate payment from the Participant of the amount of any withholding taxes due with respect to the vesting of the Restricted Shares that vest on such date; provided, however, that the total tax required withholding cannot exceed the Company's minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to be withheld such supplemental taxable income). The Participant shall satisfy such tax withholding obligations by transferring to the Company. The Company, on each date on which Restricted Shares vest under this Agreement, such number of Restricted Shares that vest on such date as have a fair market value (calculated using the last reported sale price of the common stock of the Company on the NASDAQ National Market on the trading date immediately prior to such vesting date) equal to the amount of the Company's tax withholding obligation in connection with the vesting of such Restricted Shares. Such delivery of Restricted Shares to the Company shall not deliver be deemed to happen automatically, without any shares action required on the part of Common Stock the Participant, and the Company is hereby authorized to the Participant until it is satisfied that all required withholdings have been made. take such actions as are necessary to effect such delivery. View More

Tax Matters. (a) Acknowledgments; (a)Acknowledgments; No Section 83(b) Election. The Participant acknowledges that he or she is responsible for obtaining the advice of the Participant's own tax advisors with respect to the acquisition award of the Restricted Shares RSUs and the Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to the tax consequences relating to the Restricted Shares. RSUs. The Participant understands ...that the Participant (and not the Company) shall be responsible for the Participant's tax liability that may arise in connection with the acquisition, vesting and/or disposition of the Restricted Shares. RSUs. The Participant acknowledges and agrees that he or she shall not make an no election under Section 83(b) of the Internal Revenue Code, as amended amended, is available with respect to the issuance of the Restricted Shares. (b) Withholding. RSUs. (b)Withholding. The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the Restricted Shares. At such time as RSUs. The Company shall withhold shares of Company common stock to be issued pursuant to the Participant is not aware issuance of any material nonpublic information about Shares pursuant to the Company or the Common Stock, the Participant shall execute the instructions set forth in Exhibit B attached hereto (the "Automatic Sale Instructions") as the means of satisfying such tax obligation. If the Participant does not execute the Automatic Sale Instructions prior to an applicable vesting date, then the Participant agrees that if under applicable law the Participant will owe taxes at such vesting date on the portion of the Award then vested, the Company shall be entitled to immediate payment from the Participant RSUs with an aggregate fair market value as of the date of withholding that would satisfy the withholding amount of any tax required to be withheld by the Company. due. The Company shall not deliver any shares of Common Stock to the Participant until it is satisfied that all required withholdings have been made. View More

Tax Matters. (a) Acknowledgments; No Section 83(b) Election. The Participant acknowledges that he or she is responsible for obtaining the advice of the Participant's own tax advisors with respect to the acquisition award of the Restricted Shares RSUs and the Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to the tax consequences relating to the Restricted Shares. RSUs. The Participant understands that the Participant... (and not the Company) shall be responsible for the Participant's tax liability that may arise in connection with the acquisition, vesting and/or disposition of the Restricted Shares. RSUs. The Participant acknowledges and agrees that he or she shall not make an no election under Section 83(b) of the Internal Revenue Code, as amended Code is available with respect to the issuance of the Restricted Shares. RSUs. (b) Withholding. The Participant acknowledges and agrees that that, to the extent the Company is required to withhold any taxes in connection with the vesting of the RSUs, the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the Restricted Shares. At such time as the Participant is not aware of any material nonpublic information about the Company or the Common Stock, the Participant shall execute the instructions set forth in Exhibit B attached hereto (the "Automatic Sale Instructions") as the means of satisfying such tax obligation. If the Participant does not execute the Automatic Sale Instructions prior to an applicable vesting date, then the Participant agrees that if under applicable law the Participant will owe taxes at such vesting date on the portion of the Award then vested, the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. RSUs. The Company shall not deliver any shares of Common Stock to the Participant until it is satisfied that all required withholdings have been made. View More

Tax Matters. (a) Acknowledgments; No Section 83(b) Election. The Participant acknowledges that he or she is responsible for obtaining the advice of the Participant's own tax advisors with respect to the acquisition award of the Restricted Shares RSUs and the Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to the tax consequences relating to the Restricted Shares. RSUs. The Participant understands that the Participant... (and not the Company) shall be responsible for the Participant's tax liability that may arise in connection with the acquisition, vesting vesting, settlement and/or disposition of the Restricted Shares. RSUs. The Participant acknowledges and agrees that he or she shall not make an no election under Section 83(b) of the Internal Revenue Code, Code of 1986, as amended amended, (the "Code") is available with respect to the issuance of the Restricted Shares. RSUs. (b) Withholding. The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting or settlement of the Restricted Shares. RSUs, subject to the terms below. At such time as the Participant is not aware of any material nonpublic information about the Company or the Common Stock, Stock and is otherwise permitted to do so under the Company's insider trading policy, the Participant shall execute the instructions set forth in Exhibit B Schedule A attached hereto (the "Automatic Sale Instructions") as the means of satisfying such tax obligation. obligation, provided, however, no shares of Common Stock may be sold pursuant to such executed Automatic Sale Instructions during the period beginning from the date of this Agreement and continuing to and including the date 180 days after the date set forth on the final prospectus used to sell the Common Stock in the Company's initial public offering (such period, the "Lock-up Period"). If the Participant does not execute the Automatic Sale Instructions prior to an applicable vesting date, or if the sales of shares under the Automatic Sale Instructions would occur during the Lock-up Period, then the Participant agrees that if under applicable law the Participant will owe taxes at such vesting date on the portion of the Award award then vested, vested or settled, the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. The Company shall not deliver any shares of Common Stock to the Participant until it is satisfied that all required withholdings have been made. View More

Tax Matters. (a) Acknowledgments; No Section 83(b) Election. The Participant acknowledges that he or she is responsible for obtaining the advice of the Participant's own tax advisors with respect to the acquisition award of the Restricted Shares RSUs and the Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to the tax consequences relating to the Restricted Shares. RSUs. The Participant understands that the Participant... (and not the Company) shall be responsible for the Participant's tax liability that may arise in connection with the acquisition, vesting and/or disposition of the Restricted Shares. RSUs. The Participant acknowledges and agrees that he or she shall not make an no election under Section 83(b) of the Internal Revenue Code, Code of 1986, as amended (the "Code"), is available with respect to the issuance of the Restricted Shares. RSUs. (b) Withholding. The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the Restricted Shares. RSUs, subject to the terms set forth below. At such time as the Participant is not aware of any material nonpublic information about the Company or the Common Stock, Stock and is not prohibited from doing so by the Company's insider trading policy or otherwise, the Participant shall execute the instructions set forth in Exhibit B Schedule A attached hereto (the "Automatic Sale Instructions") as the means of satisfying such tax obligation. obligation, provided, however, no shares of Common Stock may be sold pursuant to such executed Automatic Sale Instructions during the period beginning from the date of this Agreement and continuing to and including the date 180 days after the date set forth on the final prospectus used to sell the Common Stock in the Company's initial public offering (such period, the "Lock-up Period"). If the Participant does not execute the Automatic Sale Instructions prior to an applicable vesting date, or if the sales of shares under the Automatic Sales Instructions would occur during the Lock-up Period, then the Participant agrees that if under applicable law the Participant will owe taxes at such vesting date on the portion of the Award award then vested, vested the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. The Subject to Section 8(b), the Company shall not deliver any shares of Common Stock to the Participant until it is satisfied that all required withholdings have been made. View More

Tax Matters. (a) Acknowledgments; Section 83(b) Election. The Participant acknowledges that he or she is responsible for obtaining the advice of the Participant's own tax advisors with respect to the acquisition of the Restricted Shares and the Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to the tax consequences relating to the Restricted Shares. The Participant understands that the Participant (and not the Compan...y) shall be responsible for the Participant's tax liability that may arise in connection with the acquisition, vesting and/or disposition of the Restricted Shares. The Participant acknowledges and agrees that he any income or she shall not make an election under Section 83(b) of other taxes due from the Internal Revenue Code, as amended Participant with respect to the issuance of the Restricted Shares. (b) Withholding. The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the Restricted Shares. Shares pursuant to this Agreement shall be the Participant's responsibility. At such time as the Participant is not aware of any material nonpublic information about the Company or the Common Stock, the Participant shall execute the instructions set forth in Exhibit B Annex A attached hereto (the "Automatic Sale Instructions") as the means of satisfying such tax obligation. If the Participant does not execute the Automatic Sale Instructions prior to an applicable vesting date, then the Participant agrees that if under applicable law the Participant will owe taxes at such vesting date on the portion of the Award then vested, vested the Company shall be entitled to immediate payment from the Participant 3 of the amount of any tax required to be withheld by the Company. The Company shall not deliver any shares of Common Stock to the Participant until it is satisfied that all required withholdings have been made. View More