Tax Obligations Clause Example with 4 Variations from Business Contracts

Tax Obligations. (a) Responsibility for Taxes. The recipient acknowledges that, regardless of any action taken by Teradyne or, if different, or the recipient's employer (the "Employer"), Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the recipient's participation in the Plan and legally applicable to the recipient ("Tax-Related Items"), is and remains the recipient's responsibility and may exceed th...e amount actually withheld by Teradyne or the Employer. The recipient further acknowledges that Teradyne and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, the Stock Options, including, but not limited to, the grant, vesting or settlement exercise of the RSUs, Stock Options, the subsequent sale of shares acquired pursuant to such settlement exercise and the receipt of any dividends or other distributions, and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this Award the Stock Option to reduce or eliminate the recipient's liability for Tax-Related Items or achieve any particular tax result. Further, if the recipient is subject to Tax-Related Items in more than one jurisdiction between the Effective Date and the date of any relevant taxable or tax withholding event, as applicable, jurisdiction, the recipient acknowledges that Teradyne and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Tax Withholding. Prior to any relevant taxable or tax withholding event, as applicable, the recipient agrees to make adequate arrangements satisfactory to Teradyne and/or the Employer to satisfy all Tax-Related Items. The In this regard, the recipient authorizes Teradyne and/or the Employer, or its their respective agents agents, to satisfy the any applicable withholding obligations with regard to all Tax-Related Items by withholding in shares to be issued upon settlement of the RSUs; provided, however, that the total Tax-Related Items withholding where shares are being used to satisfy such tax obligations cannot exceed Teradyne's minimum statutory withholding obligations. If the obligation for Tax-Related Items is satisfied by withholding in shares, for tax purposes, the recipient is deemed to have been issued the full number of shares subject to the vested RSUs, notwithstanding that a number of the shares are held back solely for the purpose of paying the Tax-Related Items. In the event that such withholding in shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the recipient's acceptance of this Award, the recipient authorizes and directs Teradyne and any brokerage firm determined acceptable to Teradyne to sell on the recipient's behalf a whole number of shares from those shares issuable to the recipient as Teradyne determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items. If withholding is performed from proceeds from of the sale of shares acquired upon vesting at exercise of the RSUs, Stock Options either through a voluntary sale or through a mandatory sale arranged by Teradyne shall (on the recipient's behalf pursuant to this authorization) without further consent. Teradyne may withhold or account for Tax-Related Items at minimum by considering maximum applicable rates. Alternatively, Teradyne, rates, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require which case the recipient will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. Alternatively, the recipient may elect to satisfy his or her the recipient's obligations for Tax-Related Items, in whole or in part (without limitation) Items by delivery of cash or check to Teradyne or the Employer, or Employer. 3 7. Compliance with Laws. Shares to be issued under this Award are currently registered under the United States Securities Act of 1933, as amended. If such registration is not in effect at the time of vesting, the recipient will be required to represent to Teradyne that the recipient is acquiring such shares as an investment and not with a view to the sale of those shares. Notwithstanding any other provision of the Plan or the Employer may withhold Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the shares of common stock, Teradyne shall not be required to deliver any shares of common stock issuable upon exercise of the Stock Options prior to the completion of any registration or qualification of the shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the United States Securities and Exchange Commission ("SEC") or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval Teradyne shall, in its absolute discretion, deem necessary or advisable. The recipient understands that Teradyne is under no obligation to register or qualify the shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares. Further, the recipient agrees that Teradyne shall have unilateral authority to amend the Plan and the Agreement without the recipient's wages consent to the extent necessary to comply with securities or other compensation. laws applicable to issuance of shares. View More

Tax Obligations. (a) Responsibility for Taxes. The recipient acknowledges that, regardless of any action taken by Teradyne or, if different, the recipient's employer (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the recipient's participation in the Plan and legally applicable to the recipient ("Tax-Related Items"), is and remains the recipient's responsibility and may exceed the amount actu...ally withheld by Teradyne or the Employer. The recipient further acknowledges that Teradyne and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, the Stock Options, including, but not limited to, the grant, vesting or settlement exercise of the RSUs, Stock Options, the subsequent sale of shares acquired pursuant to such settlement exercise and the receipt of any dividends or other distributions, and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this Award the Stock Option to reduce or eliminate the recipient's liability for Tax-Related Items or achieve any particular tax result. Further, if the recipient is subject to Tax-Related Items in more than one jurisdiction between the Effective Date and the date of any relevant taxable or tax withholding event, as applicable, the recipient acknowledges that Teradyne and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Tax Withholding. Prior to any the relevant taxable or tax withholding event, as applicable, the recipient agrees to make adequate arrangements satisfactory to Teradyne and/or the Employer to satisfy all Tax-Related Items. The In this regard, the recipient authorizes Teradyne and/or the Employer, or its their respective agents to satisfy the obligations with regard to all Tax-Related Items by withholding in shares to be issued upon settlement of the RSUs; provided, however, that the total Tax-Related Items withholding where shares are being used to satisfy such tax obligations cannot exceed Teradyne's minimum statutory withholding obligations. If the obligation for Tax-Related Items is satisfied by withholding in shares, for tax purposes, the recipient is deemed to have been issued the full number of shares subject to the vested RSUs, notwithstanding that a number of the shares are held back solely for the purpose of paying the Tax-Related Items. In the event that such withholding in shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the recipient's acceptance of this Award, the recipient authorizes and directs Teradyne and any brokerage firm determined acceptable to Teradyne to sell on the recipient's behalf a whole number of shares from those shares issuable to the recipient as Teradyne determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items. If withholding is performed from proceeds from of the sale of shares acquired upon vesting at exercise of the RSUs, Stock Options. Teradyne shall withhold or account for Tax-Related Items at minimum applicable rates. Alternatively, Teradyne, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require the recipient to satisfy his or her the recipient's obligations for Tax-Related Items, in whole or in part (without limitation) by delivery of cash or check to Teradyne or the Employer, or Employer. 3 7. Compliance with Laws. Shares to be issued under this Award are currently registered under the United States Securities Act of 1933, as amended. If such registration is not in effect at the time of vesting, the recipient will be required to represent to Teradyne that the recipient is acquiring such shares as an investment and not with a view to the sale of those shares. Notwithstanding any other provision of the Plan or the Employer may withhold Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the shares of common stock, Teradyne shall not be required to deliver any shares of common stock issuable upon exercise of the Stock Options prior to the completion of any registration or qualification of the shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the United States Securities and Exchange Commission ("SEC") or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval Teradyne shall, in its absolute discretion, deem necessary or advisable. The recipient understands that Teradyne is under no obligation to register or qualify the shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares. Further, the recipient agrees that Teradyne shall have unilateral authority to amend the Plan and the Agreement without the recipient's wages consent to the extent necessary to comply with securities or other compensation. laws applicable to issuance of shares. View More

Tax Obligations. (a) Responsibility for Taxes. The recipient acknowledges that, regardless of any action taken by Teradyne or, if different, or the recipient's employer (the "Employer"), Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the recipient's participation in the Plan and legally applicable to the recipient ("Tax-Related Items"), is and remains the recipient's responsibility and may exceed th...e amount actually withheld by Teradyne or the Employer. The recipient further acknowledges that Teradyne and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, the Stock Options, including, but not limited to, the grant, vesting or settlement exercise of the RSUs, Stock Options, the subsequent sale of shares acquired pursuant to such settlement exercise and the receipt of any dividends or other distributions, and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this Award the Stock Option to reduce or eliminate the recipient's liability for Tax-Related Items or achieve any particular tax result. Further, if the recipient is subject to Tax-Related Items in more than one jurisdiction between the Effective Date and the date of any relevant taxable or tax withholding event, as applicable, jurisdiction, the recipient acknowledges that Teradyne and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Tax Withholding. Prior to any relevant taxable or tax withholding event, as applicable, the recipient agrees to make adequate arrangements satisfactory to Teradyne and/or the Employer to satisfy all Tax-Related Items. The In this regard, the recipient authorizes Teradyne and/or the Employer, or its their respective agents agents, to satisfy the any applicable withholding obligations with regard to all Tax-Related Items by withholding in shares to be issued upon settlement of the RSUs; provided, however, that the total Tax-Related Items withholding where shares are being used to satisfy such tax obligations cannot exceed Teradyne's minimum statutory withholding obligations. If the obligation for Tax-Related Items is satisfied by withholding in shares, for tax purposes, the recipient is deemed to have been issued the full number of shares subject to the vested RSUs, notwithstanding that a number of the shares are held back solely for the purpose of paying the Tax-Related Items. In the event that such withholding in shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the recipient's acceptance of this Award, the recipient authorizes and directs Teradyne and any brokerage firm determined acceptable to Teradyne to sell on the recipient's behalf a whole number of shares from those shares issuable to the recipient as Teradyne determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items. If withholding is performed from proceeds from of the sale of shares acquired upon vesting at exercise of the RSUs, Stock Options either through a voluntary sale or through a mandatory sale arranged by Teradyne shall (on the recipient's behalf pursuant to this authorization) without further consent. Teradyne may withhold or account for Tax-Related Items at minimum by considering maximum applicable rates. Alternatively, Teradyne, rates, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require which case the recipient will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. Alternatively, the recipient may elect to satisfy his or her the recipient's obligations for Tax-Related Items, in whole or in part (without limitation) Items by delivery of cash or check to Teradyne or the Employer, or Teradyne or the Employer may withhold from the recipient's wages or other compensation. Employer. View More

Tax Obligations. (a) Responsibility for Taxes. The recipient acknowledges that, regardless of any action taken by Teradyne or, if different, the recipient's employer (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the recipient's participation in the Plan and legally applicable to the recipient ("Tax-Related Items"), is and remains the recipient's responsibility and may exceed the amount actu...ally withheld by Teradyne or the Employer. The recipient further acknowledges that Teradyne and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, the Stock Options, including, but not limited to, the grant, vesting or settlement exercise of the RSUs, Stock Options, the subsequent sale of shares acquired pursuant to such settlement exercise and the receipt of any dividends or other distributions, and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this Award the Stock Option to reduce or eliminate the recipient's liability for Tax-Related Items or achieve any particular tax result. Further, if the recipient is subject to Tax-Related Items in more than one jurisdiction between the Effective Date and the date of any relevant taxable or tax withholding event, as applicable, the recipient acknowledges that Teradyne and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Tax Withholding. Prior to any the relevant taxable or tax withholding event, as applicable, the recipient agrees to make adequate arrangements satisfactory to Teradyne and/or the Employer to satisfy all Tax-Related Items. The In this regard, the recipient authorizes Teradyne and/or the Employer, or its their respective agents to satisfy the obligations with regard to all Tax-Related Items by withholding in shares to be issued upon settlement of the RSUs; provided, however, that the total Tax-Related Items withholding where shares are being used to satisfy such tax obligations cannot exceed Teradyne's minimum statutory withholding obligations. If the obligation for Tax-Related Items is satisfied by withholding in shares, for tax purposes, the recipient is deemed to have been issued the full number of shares subject to the vested RSUs, notwithstanding that a number of the shares are held back solely for the purpose of paying the Tax-Related Items. In the event that such withholding in shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the recipient's acceptance of this Award, the recipient authorizes and directs Teradyne and any brokerage firm determined acceptable to Teradyne to sell on the recipient's behalf a whole number of shares from those shares issuable to the recipient as Teradyne determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items. If withholding is performed from proceeds from of the sale of shares acquired upon vesting at exercise of the RSUs, Stock Options. Teradyne shall withhold or account for Tax-Related Items at minimum applicable rates. Alternatively, Teradyne, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require the recipient to satisfy his or her the recipient's obligations for Tax-Related Items, in whole or in part (without limitation) by delivery of cash or check to Teradyne or the Employer, or Teradyne or the Employer may withhold from the recipient's wages or other compensation. Employer. View More