Grouped Into 1 Collection of Similar Clauses From Business Contracts
This page contains Tax-Related Items clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Tax-Related Items. (a) Tax Obligations. By exercising your option, you acknowledge that: (i) regardless of any action taken by the Company or your 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 your participation in the Plan and legally applicable to you ("Tax-Related Items"), is and remains your responsibility and may exceed the amount actually withheld by the Company or your Employer (if any); (ii) ...the Company and/or your Employer make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of your option, including, but not limited to, the grant, vesting or exercise of your option, lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, the subsequent sale or disposal of shares of Common Stock acquired pursuant to such exercise and the receipt of any dividends; (iii) the Company and/or your Employer do not commit to and are under no obligation to structure the terms of the grant or any aspect of your option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result; (iv) if you are a U.S. taxpayer, you acknowledge that this option is exempt from Section 409A of the Code only if the exercise price per share specified in the Grant Notice is at least equal to the "fair market value" per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with the option. Because the Common Stock is not traded on an established securities market, the Fair Market Value is determined by the Board, perhaps in consultation with an independent valuation firm retained by the Company. You acknowledge that there is no guarantee that the U.S. Internal Revenue Service will agree with the valuation as determined by the Board, and you shall not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event that the U.S. Internal Revenue Service asserts that the valuation determined by the Board is less than the "fair market value" as subsequently determined by the U.S. Internal Revenue Service, and (v) if you are subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Company and/or your Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.View More
Tax-Related Items. (a) Tax Obligations. By exercising your option, you (i) You acknowledge that: (i) that regardless of any action taken by the Company or your 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 your participation in the Plan and legally applicable to you ("Tax-Related Items"), is and remains your you responsibility and may exceed the amount actually withheld by the Company or your Emp...loyer (if any); (ii) the Employer. You further acknowledge that the Company and/or your the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of your the option, including, but not limited to, to the grant, vesting or exercise of your the option, lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, the subsequent sale or disposal of shares of Common Stock acquired pursuant to such upon exercise and the receipt of any dividends; (iii) the Company and/or your Employer and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of your the option to reduce or eliminate your liability for Tax-Related Items or achieve any a particular tax result; (iv) result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company 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. (ii) If you are a U.S. taxpayer, you acknowledge that this option is exempt from Section 409A of the Code only if the exercise price per share specified in the Grant Notice is at least equal to the "fair market value" per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with the option. Because the Common Stock is not 5. traded on an established securities market, the Fair Market Value is determined by the Board, perhaps in consultation with an independent valuation firm retained by the Company. You acknowledge that there is no guarantee that the U.S. Internal Revenue Service will agree with the valuation as determined by the Board, and you shall will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event that the U.S. Internal Revenue Service asserts that the valuation determined by the Board is less than the "fair market value" as subsequently determined by the U.S. Internal Revenue Service, and (v) if you are subject Service. (b) Tax Withholding (i) Prior to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items, by one or a combination of the following: (i) withholding from your wages or other compensation paid to you by the Company or the Employer, (ii) withholding from the proceeds of the sale of shares of Common Stock acquired upon exercise either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization) without further consent, (iii) withholding from the sale of shares of Common Stock otherwise issuable upon exercise, or (iv) any other method determined by the Board to be in compliance with applicable laws. (ii) Depending on the withholding method, the Company or Employer (or former employer, as applicable) may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case you may be entitled to receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in shares of Common Stock. If the obligations for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, you are deemed to have been issued the full number of shares of Common Stock subject to the exercised option, notwithstanding that a number of shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. (iii) Finally, you agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Common Stock or proceeds form the sale of shares of Common Stock acquired upon exercise of the option if you fail to comply with your obligations in connection with the Tax-Related Items in more than one jurisdiction. Items. View More
