Withholding Obligations Clause Example with 225 Variations from Business Contracts
This page contains Withholding Obligations clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Withholding Obligations. (a) At the time you exercise your option, in whole or in part, and at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a "same day sale" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign ta...x withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option. (b) If this option is a Nonstatutory Stock Option, then upon your request and subject to approval by the Company, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. (c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company will have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein, if applicable, unless such obligations are satisfied.View More
Variations of a "Withholding Obligations" Clause from Business Contracts
Withholding Obligations. (a) At On or before the time you exercise receive a distribution of Common Stock pursuant to your option, in whole Award, or in part, and at any time thereafter as requested by the Company, you hereby authorize any required withholding from payroll and any other amounts payable the Common Stock issuable to you, and you and/or otherwise agree to make adequate provision in cash for (including by means of a "same day sale" pursuant to a program developed under Regulation T as promulgated by the Fed...eral Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, any Affiliate which arise in connection with your Award (the "Withholding Obligation"), if any. (b) Additionally, the exercise of your option. (b) If this option is a Nonstatutory Stock Option, then upon your request and subject to approval Company may, at its discretion, satisfy the Withholding Obligation, if any, by the Company, and compliance with any applicable legal conditions or restrictions, following means (or by a combination of the following means): (i) Requiring you to pay to the Company may withhold any portion of the Withholding Obligation in cash; (ii) Withholding from fully vested any compensation otherwise payable to you by the Company; (iii) Withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you upon in connection with the exercise Award with a Fair Market Value (measured as of your option a number of whole the date shares of Common Stock having a Fair Market Value, determined by are issued pursuant to Section 6) equal to the Company as amount of the date Withholding Obligation; provided, however, that the number of exercise, such shares of 5. Common Stock so withheld shall not in excess exceed the amount necessary to satisfy the Company's required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and/or (iv) Permitting you to enter into a "same day sale" commitment with a broker-dealer that is a member of the minimum amount Financial Industry Regulatory Authority (a "FINRA Dealer") whereby you irrevocably elect to sell a portion of tax required the shares to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Any adverse consequences to you arising delivered in connection with such share withholding procedure shall be your sole responsibility. Award to satisfy the Withholding Obligation and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Obligation directly to the Company and/or its Affiliates. (c) You may not exercise your option unless Unless the tax withholding obligations Withholding Obligation, if any, of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and satisfied, the Company will shall have no obligation to issue a certificate for such shares deliver to you any Common Stock. (d) In the event the Withholding Obligation, if any, of the Company arises prior to the delivery to you of Common Stock or release such shares it is determined after the delivery of Common Stock to you that the amount of the Withholding Obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any escrow provided for herein, if applicable, unless such obligations are satisfied. failure by the Company to withhold the proper amount. View More
Withholding Obligations. (a) At (a)On each vesting date, and on or before the time you exercise receive a distribution of the shares underlying your option, in whole or in part, Restricted Stock Units, and at any other time thereafter as reasonably requested by the Company, Company in accordance with applicable tax laws, you hereby authorize any required withholding from payroll and any other amounts payable the Common Stock issuable to you, and you and/or otherwise agree to make adequate provision in cash for (includin...g by means of a "same day sale" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which any Affiliate that arise in connection with your Award (the "Withholding Taxes"). Additionally, the exercise Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your option. (b) If this option Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a "same day sale" commitment, if applicable, with a broker-dealer that is a Nonstatutory member of the Financial Industry Regulatory Authority (a "FINRA Dealer") whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Option, then upon your request Units to satisfy the Withholding Taxes and subject whereby the FINRA Dealer irrevocably commits to approval by forward the Company, and compliance with any applicable legal conditions or restrictions, proceeds necessary to satisfy the Withholding Taxes directly to the Company may withhold from fully vested and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you upon in connection with the exercise Award with a Fair Market Value (measured as of your option a number of whole the date shares of Common Stock having a Fair Market Value, determined by are issued to pursuant to Section 6) equal to the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If Withholding Taxes; provided, however, that the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of such shares of Common Stock acquired upon such exercise with respect so withheld will not exceed the amount necessary to which such determination is otherwise deferred, to accelerate satisfy the determination of such Company's required tax withholding obligation obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the date extent necessary to qualify for an exemption from application of exercise Section 16(b) of your option. Any adverse consequences to you arising in connection with the Exchange Act, if applicable, such share withholding procedure shall will be your sole responsibility. (c) You may not exercise your option unless subject to the express prior approval of the Company's Compensation Committee. (b)Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and satisfied, the Company will shall have no obligation to issue a certificate for such shares deliver to you any Common Stock. (c)In the event the Company's obligation to withhold arises prior to the delivery to you of Common Stock or release such shares it is determined after the delivery of Common Stock to you that the amount of the Company's withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any escrow provided for herein, if applicable, unless such obligations are satisfied. failure by the Company to withhold the proper amount. View More
Withholding Obligations. (a) At On the vesting date, and on or before the time you exercise receive a distribution of the shares underlying your option, in whole or in part, Restricted Stock Units, and at any other time thereafter as reasonably requested by the Company, Company in accordance with applicable tax laws, you hereby authorize any required withholding from payroll and any other amounts payable the Common Stock issuable to you, and you and/or otherwise agree to make adequate provision in cash for (including by... means of a "same day sale" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which any Affiliate that arise in connection with your Award (the "Withholding Taxes"). Additionally, the exercise Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your option. (b) If this option Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting you to enter into a "same day sale" commitment, if applicable, with a broker-dealer that is a Nonstatutory member of the Financial Industry Regulatory Authority (a "FINRA Dealer") whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Option, then upon your request Units to satisfy the Withholding Taxes and subject whereby the FINRA Dealer irrevocably commits to approval by forward the Company, and compliance with any applicable legal conditions or restrictions, proceeds necessary to satisfy the Withholding Taxes directly to the Company may withhold from fully vested and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you upon in connection with the exercise Award with a Fair Market Value (measured as of your option a number of whole the date shares of Common Stock having a Fair Market Value, determined by are issued to pursuant to Section 6) equal to the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If Withholding Taxes; provided, however, that the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of such shares of Common Stock acquired upon such exercise with respect so withheld will not exceed the amount necessary to which such determination is otherwise deferred, to accelerate satisfy the determination of such Company's required tax withholding obligation obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the date extent necessary to qualify for an exemption from application of exercise Section 16(b) of your option. Any adverse consequences to you arising in connection with the Exchange Act, if applicable, such share withholding procedure shall will be your sole responsibility. (c) You may not exercise your option unless subject to the express prior approval of the Company's Compensation Committee. (b) Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and satisfied, the Company will shall have no obligation to issue a certificate for such shares deliver to you any Common Stock. (c) In the event the Company's obligation to withhold arises prior to the delivery to you of Common Stock or release such shares it is determined after the delivery of Common Stock to you that the amount of the Company's withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any escrow provided for herein, if applicable, unless such obligations are satisfied. failure by the Company to withhold the proper amount. View More
Withholding Obligations. (a) At On or before the time you exercise receive a distribution of the shares subject to your option, in whole Award, or in part, and at any time thereafter as requested by the Company, you hereby authorize any required withholding from payroll and any other amounts payable the Common Stock issuable to you, and you and/or otherwise agree to make adequate provision in cash for (including by means of a "same day sale" pursuant to a program developed under Regulation T as promulgated by the Federa...l Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, any Affiliate which arise in connection with your Award (the "Withholding Taxes"). Additionally, the exercise Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your option. (b) If this option is Award by any of the following means or by a Nonstatutory Stock Option, then upon your request and subject combination of such means: (i) withholding from any compensation otherwise payable to approval you by the Company, and compliance with any applicable legal conditions Company; (ii) causing you to tender a cash payment; or restrictions, the Company may withhold from fully vested (iii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you upon in connection with the exercise Award with a Fair Market Value (measured as of your option a number of whole the date shares of Common Stock having a Fair Market Value, determined by are issued to pursuant to Section 6) equal to the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If Withholding Taxes; provided, however, that the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of such shares of Common Stock acquired upon such exercise with respect so withheld shall not exceed the amount necessary to which such determination is otherwise deferred, to accelerate satisfy the determination of such Company's required tax withholding obligation obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to the date of exercise of your option. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. (c) You may not exercise your option unless supplemental taxable income. (b) Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and satisfied, the Company will shall have no obligation to issue a certificate for such shares deliver to you any Common Stock. (c) In the event the Company's obligation to withhold arises prior to the delivery to you of Common Stock or release such shares it is determined after the delivery of Common Stock to you that the amount of the Company's withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any escrow provided for herein, if applicable, unless such obligations are satisfied. failure by the Company to withhold the proper amount. View More
Withholding Obligations. (a) At On each Original Issuance Date, and on or before the time you exercise receive a distribution of the shares of Common Stock in respect of your option, in whole or in part, Restricted Stock Units, and at any other time thereafter as reasonably requested by the Company, Company in accordance with applicable tax laws, you hereby authorize any required withholding from payroll and any other amounts payable the Common Stock issuable to you, and you and/or otherwise agree to make adequate provi...sion provision, including in cash, for (including by means of a "same day sale" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which any Affiliate that arise in connection with your Award (the "Withholding Obligation"). (b) By accepting this Award, you acknowledge and agree that the exercise Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Obligation relating to your option. (b) If this option is Restricted Stock Units by any of the following means or by a Nonstatutory Stock Option, then upon your request and subject combination of such means: (i) causing you to approval pay any portion of the Withholding Obligation in cash; (ii) withholding from any compensation otherwise payable to you by the Company, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested Company; (iii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you upon in connection with the exercise Award with a Fair Market Value (measured as of your option a number of whole the date shares of Common Stock having a Fair Market Value, determined by are issued pursuant to Section 6) equal to the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If Withholding Obligation; provided, however, that the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of such shares of Common Stock acquired upon so withheld will not exceed the amount necessary to satisfy the Withholding Obligation using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such exercise share withholding procedure will be subject to the express prior approval of the Board or the Company's Compensation Committee; and/or (iv) permitting or requiring you to enter into a "same day sale" commitment, if applicable, with respect a broker-dealer that is a member of the Financial Industry Regulatory Authority (a "FINRA Dealer"), pursuant to which such determination this authorization and without further consent, whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Obligation and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Obligation directly to the Company and/or its Affiliates. Unless the Withholding Obligation is otherwise deferred, to accelerate satisfied, the determination of such tax withholding Company shall have no obligation to deliver to you any Common Stock or any other consideration pursuant to this Award. 5 (c) In the date event the Withholding Obligation arises prior to the delivery to you of exercise Common Stock or it is determined after the delivery of your option. Any Common Stock to you that the amount of the Withholding Obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.12. 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 such share withholding procedure this Award. You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so. You understand that you (and not the Company) shall be responsible for your sole responsibility. (c) You own tax liability that may not exercise your option unless arise as a result of this investment or the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company will have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein, if applicable, unless such obligations are satisfied. transactions contemplated by this Agreement. View More
Withholding Obligations. (a) At On each vesting date, and on or before the time you exercise receive a distribution of the shares of Common Stock in respect of your option, in whole or in part, Restricted Stock Units, and at any other time thereafter as reasonably requested by the Company, Company in accordance with applicable tax laws, you hereby authorize any required withholding from payroll and any other amounts payable the Common Stock issuable to you, and you and/or otherwise agree to make adequate provision provi...sion, including in cash, for (including by means of a "same day sale" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which any Affiliate that arise in connection with your Award (the "Withholding Obligation"). (b) By accepting this Award, you acknowledge and agree that the exercise Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Obligation relating to your option. (b) If this option is Restricted Stock Units by any of the following means or by a Nonstatutory Stock Option, then upon your request and subject combination of such means: (i) causing you to approval pay any portion of the Withholding Obligation in cash; (ii) withholding from any compensation otherwise payable to you by the Company, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested Company; (iii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you upon in connection with the exercise Award with a Fair Market Value (measured as of your option a number of whole the date shares of Common Stock having a Fair Market Value, determined by are issued pursuant to Section 6) equal to the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If Withholding Obligation; provided, however, that the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of such shares of Common Stock acquired upon so withheld will not exceed the amount necessary to satisfy the Withholding Obligation using the maximum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such exercise share withholding procedure will be subject to the express prior approval of the Board or the Company's Compensation Committee; and/or (iv) permitting or requiring you to enter into a "same day sale" commitment, if applicable, with respect a broker-dealer that is a member of the Financial Industry Regulatory Authority (a "FINRA Dealer"), pursuant to which such determination this authorization and without further consent, whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Obligation and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Obligation directly to the Company and/or its Affiliates. Unless the Withholding Obligation is otherwise deferred, to accelerate satisfied, the determination of such tax withholding Company shall have no obligation to deliver to you any Common Stock or any other consideration pursuant to this Award. (c) In the date event the Withholding Obligation arises prior to the delivery to you of exercise Common Stock or it is determined after the delivery of your option. Any Common Stock to you that the amount of the Withholding Obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.12. 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 such share withholding procedure this Award. You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so. You understand that you (and not the Company) shall be responsible for your sole responsibility. (c) You own tax liability that may not exercise your option unless arise as a result of this investment or the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company will have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein, if applicable, unless such obligations are satisfied. transactions contemplated by this Agreement. View More
Withholding Obligations. (a) At On each vesting date, and on or before the time you exercise receive a distribution of the shares underlying your option, in whole or in part, Restricted Share Units, and at any other time thereafter as reasonably requested by the Company, Company in accordance with applicable tax laws, you hereby authorize any required withholding from payroll and any other amounts payable the Common Shares issuable to you, and you and/or otherwise agree to make adequate provision provision, including in... cash, for (including by means of a "same day sale" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which any Affiliate that arise in connection with your Award (the "Withholding Obligation"). (b) By accepting this Award, you acknowledge and agree that the exercise Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Obligation relating to your option. (b) If this option is Restricted Stock Units by any of the following means or by a Nonstatutory Stock Option, then upon your request and subject combination of such means: (i) causing you to approval pay any portion of the Withholding Obligation in cash; (ii) withholding from any compensation otherwise payable to you by the Company, and compliance with Company or any applicable legal conditions Affiliate; (iii) withholding Common Shares from the Common Shares issued or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon in connection with the exercise of your option Award with a number of whole shares of Common Stock having a Fair Market Value, determined by the Company fair market value (measured as of the date Common Shares are issued pursuant to Section 6) equal to the amount of exercise, such Withholding Obligation; provided, however, that the number of such Common Shares so withheld will not in excess exceed the amount necessary to satisfy the Withholding Obligation using the maximum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Any adverse consequences to you arising in connection with Exchange Act, if applicable, such share withholding procedure shall will be subject to the express prior approval of the Board or the Company's Compensation Committee; and/or (iv) permitting or requiring you to enter into a "same day sale" commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a "FINRA Dealer"), pursuant to this authorization and without further consent, whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your sole responsibility. (c) You may not exercise your option unless Restricted Stock Units to satisfy the tax withholding obligations of Withholding Obligation and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Obligation directly to the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option its Affiliates. (c) Unless the Withholding Obligation is vested, and satisfied, the Company will shall have no obligation to issue a certificate for such shares deliver to you any Common Shares or any other consideration pursuant to this Award. (d) In the event the Withholding Obligation arises prior to the delivery to you of Common Stock Shares or release such shares it is determined after the delivery of Common Stock Shares to you that the amount of the Withholding Obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any escrow provided for herein, if applicable, unless such obligations are satisfied. failure by the Company to withhold the proper amount. View More
Withholding Obligations. (a) At On each vesting date, and on or before the time you exercise receive a distribution of the Common Shares in respect of your option, in whole or in part, Restricted Share Units, and at any other time thereafter as reasonably requested by the Company, Company in accordance with applicable tax laws, you hereby authorize any required withholding from payroll and any other amounts payable the Common Shares issuable to you, and you and/or otherwise agree to make adequate provision provision, in...cluding in cash, for (including by means of a "same day sale" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which any Affiliate that arise in connection with your Award (the "Withholding Obligation"). (b) By accepting this Award, you acknowledge and agree that the exercise Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Obligation relating to your option. (b) If this option is Restricted Share Units by any of the following means or by a Nonstatutory Stock Option, then upon your request and subject combination of such means: (i) causing you to approval pay any portion of the Withholding Obligation in cash; (ii) withholding from any compensation otherwise payable to you by the Company, and compliance with any applicable legal conditions Company; (iii) withholding Common Shares from the Common Shares issued or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon in connection with the exercise of your option a number of whole shares of Common Stock having Award with a Fair Market Value, determined by the Company Value (measured as of the date Common Shares are issued pursuant to Section 6) equal to the amount of exercise, such Withholding Obligation; provided, however, that the number of such Common Shares so withheld will not in excess exceed the amount necessary to satisfy the Withholding Obligation using the maximum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Any adverse consequences to you arising in connection with Exchange Act, if applicable, such share withholding procedure shall will be subject to the express prior approval of the Board or the Company's Compensation Committee; and/or (iv) permitting or requiring you to enter into a "same day sale" commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a "FINRA Dealer") whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your sole responsibility. (c) You may not exercise your option unless Restricted Share Units to satisfy the tax withholding obligations of Withholding Obligation and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Obligation directly to the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option its Affiliates. Unless the Withholding Obligation is vested, and satisfied, the Company will shall have no obligation to issue a certificate for such shares deliver to you any Common Shares or any other consideration pursuant to this Award. (c) In the event the Withholding Obligation arises prior to the delivery to you of Common Stock Shares or release such shares it is determined after the delivery of Common Stock Shares to you that the amount of the Withholding Obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any escrow provided for herein, if applicable, unless such obligations are satisfied. failure by the Company to withhold the proper amount. View More
Withholding Obligations. (a) At On each vesting date, and on or before the time you exercise receive a distribution of the shares of Common Stock in respect of your option, in whole or in part, Restricted Stock Units, and at any other time thereafter as reasonably requested by the Company, Company in accordance with applicable tax laws, you hereby authorize any required withholding from payroll and any other amounts payable the Common Stock issuable to you, and you and/or otherwise agree to make adequate provision provi...sion, including in cash, for (including by means of a "same day sale" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which any Affiliate that arise in connection with your Award (the "Withholding Obligation"). (b) By accepting this Award, you acknowledge and agree that the exercise Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Obligation relating to your option. (b) If this option is Restricted Stock Units by any of the following means or by a Nonstatutory Stock Option, then upon your request and subject combination of such means: (i) causing you to approval pay any portion of the Withholding Obligation in cash; (ii) withholding from any compensation otherwise payable to you by the Company, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested Company; (iii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you upon in connection with the exercise Award with a Fair Market Value (measured as of your option a number of whole the date shares of Common Stock having a Fair Market Value, determined by are issued pursuant to Section 6) equal to the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If Withholding Obligation; provided, however, that the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of such shares of Common Stock acquired upon so withheld will not exceed the amount necessary to satisfy the Withholding Obligation using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such exercise share withholding procedure will be subject to the express prior approval of the Board or the Company's Compensation Committee; and/or (iv) permitting or requiring you to enter into a "same day sale" commitment, if applicable, with respect a broker-dealer that is a member of the Financial Industry Regulatory Authority (a "FINRA Dealer"), pursuant to which such determination this authorization and without further consent, whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Obligation and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Obligation directly to the Company and/or its Affiliates. Unless the Withholding Obligation is otherwise deferred, to accelerate satisfied, the determination of such tax withholding Company shall have no obligation to deliver to you any Common Stock or any other consideration pursuant to this Award. (c) In the date event the Withholding Obligation arises prior to the delivery to you of exercise Common Stock or it is determined after the delivery of your option. Any Common Stock to you that the amount of the Withholding Obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.12. 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 such share withholding procedure this Award. You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so. You understand that you (and not the Company) shall be responsible for your sole responsibility. (c) You own tax liability that may not exercise your option unless arise as a result of this investment or the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company will have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein, if applicable, unless such obligations are satisfied. transactions contemplated by this Agreement. View More
Withholding Obligations. (a) At On each vesting date, and on or before the time you exercise receive a distribution of the shares underlying your option, in whole or in part, Restricted Stock Units, and at any other time thereafter as reasonably requested by the Company, Company in accordance with applicable tax laws, you hereby authorize any required withholding from payroll and any other amounts payable the Common Stock issuable to you, and you and/or otherwise agree to make adequate provision provision, including in ...cash, for (including by means of a "same day sale" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which any Affiliate that arise in connection with your Award (the "Withholding Obligation"). (b) By accepting this Award, you acknowledge and agree that the exercise Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Obligation relating to your option. (b) If this option is Restricted Stock Units by any of the following means or by a Nonstatutory Stock Option, then upon your request and subject combination of such means: (i) causing you to approval pay any portion of the Withholding Obligation in cash; (ii) withholding from any compensation otherwise payable to you by the Company, and compliance with Company or any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Affiliate; (iii) withholding Common Stock from the Common Stock issued or otherwise issuable to you upon in connection with the exercise of your option Award with a number of whole shares of Common Stock having a Fair Market Value, determined by the Company fair market value (measured as of the date of exercise, not in excess of Common Stock are issued pursuant to Section 6) equal to the minimum amount of such Withholding Obligation; provided, however, that the number of shares of such Common Stock so withheld will not exceed the amount necessary to satisfy the Withholding Obligation using the maximum statutory withholding rates for federal, state, local and foreign tax required purposes, including payroll taxes, that are applicable to be withheld by law supplemental taxable income (or such lower other amount as may be necessary to avoid permitted while sill avoiding classification of your option the Award as a liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant purposes); and provided, further, that to the preceding sentence shall not be permitted unless you make a proper and timely election under extent necessary to qualify for an exemption from application of Section 83(b) 16(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Any adverse consequences to you arising in connection with Exchange Act, if applicable, such share withholding procedure shall will be subject to the express prior approval of the Board or the Company's Compensation Committee; and/or (iv) permitting or requiring you to enter into a "same day sale" commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a "FINRA Dealer"), pursuant to this authorization and without further consent, whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your sole responsibility. (c) You may not exercise your option unless Restricted Stock Units to satisfy the tax withholding obligations of Withholding Obligation and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Obligation directly to the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option its Affiliates. (c) Unless the Withholding Obligation is vested, and satisfied, the Company will shall have no obligation to issue a certificate for such shares deliver to you any Common Stock or any other consideration pursuant to this Award. (d) In the event the Withholding Obligation arises prior to the delivery to you of Common Stock or release such shares it is determined after the delivery of Common Stock to you that the amount of the Withholding Obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any escrow provided for herein, if applicable, unless such obligations are satisfied. failure by the Company to withhold the proper amount. View More
