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 each vesting date, and 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 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 Ordinary Shares issuable to you, and you and/or otherwise agree to make adequate provision in cash for (including by means of a "same d...ay 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, any Affiliate which arise in connection with your Award (the "Withholding Taxes"). Additionally, the exercise Company or an 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 or an Affiliate; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a "same day sale" commitment with a broker-dealer that is a Nonstatutory Stock Option, then upon your request member of the Financial Industry Regulatory Authority (a "FINRA Dealer") (pursuant to this authorization and subject without further consent) whereby you irrevocably elect to approval by sell a portion of the Company, shares to be delivered under the Award to satisfy the Withholding Taxes and compliance with any applicable legal conditions or restrictions, whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company may withhold and/or its Affiliates; or (iv) withholding Ordinary Shares from fully vested shares of Common Stock the Ordinary Shares issued or 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 Ordinary Shares are issued to you) equal to the amount of exercise, such Withholding Taxes; provided, however, that the number of such Ordinary Shares so withheld will 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 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 your sole responsibility. (c) You may subject to the express prior approval of the Company's Compensation Committee. However, the Company does not exercise your option unless guarantee that you will be able to satisfy the Withholding Taxes through any of the methods described in the preceding provisions and in all circumstances you remain responsible for timely and fully satisfying the Withholding Taxes. (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 Ordinary Shares. (c) In the event the Company's obligation to withhold arises prior to the delivery to you of Common Stock Ordinary Shares or release such shares it is determined after the delivery of Common Stock Ordinary Shares 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 the time you exercise your option, in whole Award is made, 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 tax withholding obligations of the Company or an Affiliate, if any, which may arise in connection with your Award (the "Withholding Taxes"). If applicable, 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 amounts 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 shares of Common Stock (iii) withholding Shares issued or 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 Value equal to the Company as amount of such Withholding Taxes; provided, however, that the date number of exercise, such Shares withheld may not in excess of exceed the amount necessary to satisfy the Company's required tax withholding obligations using the minimum amount of statutory withholding rates for federal, state, local and foreign tax required purposes, including payroll taxes, that are applicable 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 supplemental taxable income. (b) Unless the tax withholding obligations of the Company and/or and 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 have no obligation to issue a certificate for such shares of Common Stock Shares or release such shares of Common Stock Shares from any escrow provided for herein, if applicable, unless such obligations are satisfied. in this Award Agreement. View More
Withholding Obligations. (a) At the time you exercise your option, in whole Award is made, 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 tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with your Award (the "Withholding Taxes"). The Company may, in its sole discretion, satisfy all or any portion of the exercise Withholding Taxes obligation relating to your Award by any of your option. (b) If this option is the following means or by a Nonstatutory Stock Option, then upon your request and subject combination of such means: (i) withholding from any amounts 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 shares of Common Stock (iii) withholding Shares issued or 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 Value equal to the Company as amount of such Withholding Taxes; provided, however, that the date number of exercise, such Shares withheld may not in excess of exceed the amount necessary to satisfy the Company's required tax withholding obligations using the minimum amount of statutory withholding rates for federal, state, local and foreign tax required purposes, including payroll taxes, that are applicable 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 supplemental taxable income. (b) Unless the tax withholding obligations of the Company and/or and 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 have no obligation to issue a certificate for such shares of Common Stock Shares or release such shares of Common Stock Shares from any escrow provided for herein, if applicable, unless such obligations are satisfied. in this Award Agreement. View More
Withholding Obligations. (a) At On each Vesting Date, and on or before the time you exercise the Company delivers the shares of Common Stock issuable upon vesting of the RSUs subject to your option, in whole or in part, Award, and at any other time thereafter as reasonably requested by the Company, Company in accordance with applicable tax laws, 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" p...ursuant 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"). Specifically, the exercise Company or an Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes 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 or an Affiliate; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a "same day sale" commitment with a broker-dealer that is a Nonstatutory Stock Option, then member of the Financial Industry Regulatory Authority (a "FINRA Dealer") whereby you irrevocably elect to sell a portion of the shares to 3 be delivered upon your request and settlement of the RSUs subject to approval by your Award to satisfy the Company, Withholding Taxes and compliance with any applicable legal conditions or restrictions, whereby the FINRA Dealer irrevocably commits to forward the 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 RSUs with a Fair Market Value (measured as of your option a number of whole the date such shares of Common Stock having a Fair Market Value, determined by are issued to you) 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 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 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. (b) Unless the Withholding Taxes 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 have no obligation to issue a certificate for such shares deliver to you any Common Stock in connection with your Award. (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 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 Reser...ve 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 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 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 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 Stock issued or 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 shares of exercise, Stock are issued to you pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Stock so withheld shall not in excess of exceed the amount necessary to satisfy the Company's required tax withholding obligations using the minimum amount of statutory withholding rates for federal, state, local and foreign tax required purposes, including payroll taxes, that are applicable 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 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 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 As further provided in Section 8 of the time you exercise your option, in whole or in part, and at any time thereafter as requested by the Company, Plan, 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), for, any sums required to s...atisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, obligations, if any, which arise in connection with your RSU Award (the "Withholding Obligation") in accordance with the exercise of your option. (b) If this option is a Nonstatutory Stock Option, then upon your request and subject to approval withholding procedures established by the Company, and compliance with any applicable legal conditions or restrictions, Company. Unless the Withholding Obligation is satisfied, 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 deliver to you any Common Stock in respect of the RSU Award. In the event the Withholding Obligation 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 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 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 develop...ed 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"). Specifically, the exercise Company or an Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes 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 or an Affiliate; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a "same day sale" commitment 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 3 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 your Restricted Stock Units with a Fair Market Value (measured as of the exercise of your option a number of whole date shares of Common Stock having a Fair Market Value, determined by are issued to you) 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 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 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. (b) Unless the Withholding Taxes 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 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 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 3. requested by the Company, Company in accordance with applicable tax laws, 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 deve...loped 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"). Specifically, the exercise Company or an Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes 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 or an Affiliate; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a "same day sale" commitment 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 your Restricted Stock Units with a Fair Market Value (measured as of the exercise of your option a number of whole date shares of Common Stock having a Fair Market Value, determined by are issued to you) 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 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 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. (b) Unless the Withholding Taxes 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 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 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 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 develop...ed 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"). Specifically, the exercise Company or an Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes 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 or an Affiliate; (ii) causing you to tender a cash payment (which may be in the form of a check, electronic wire transfer or other method permitted by the Company); (iii) permitting or requiring you to enter into a "same day sale" commitment 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 whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) subject to the approval by of the Company, and compliance with any applicable legal conditions or restrictions, independent members of the Company may withhold from fully vested Board, withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you upon in connection with your Restricted Stock Units with a fair market value (measured as of the exercise of your option a number of whole date shares of Common Stock having a Fair Market Value, determined by are issued to you) 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 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 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. (b) Unless the Withholding Taxes 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 have no obligation to issue a certificate for such shares deliver to you any Common Stock. (c) If 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 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 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 develop...ed 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"). Specifically, the exercise Company or an Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes 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 or an Affiliate; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a "same day sale" commitment 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 your Restricted Stock Units with a Fair Market Value (measured as of the exercise of your option a number of whole date shares of Common Stock having a Fair Market Value, determined by are issued to you) 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 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 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. (b) Unless the Withholding Taxes 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 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
