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.
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Withholding Obligations. (a) At the time you
exercise your option, in whole are issued any Shares, 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, stat
...e, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise issuance or vesting of your option. (b) If Shares (including the filing of a Section 83(b) Election as provided in Section 14 of this option is Agreement) (the "Withholding Taxes"). The Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to the issuance or vesting of the Shares (or the filing of a Nonstatutory Stock Option, then upon your request and subject Section 83(b) Election) by any of the following means or by a 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 (iii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you upon with a Fair Market Value equal to the exercise amount of your option a such Withholding Taxes; provided, however, that the number of whole such shares of Common Stock having a Fair Market Value, determined by withheld may not exceed the Company as of amount necessary to satisfy the date of exercise, not in excess of 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 Agreement.
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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 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 so withheld shall not 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. (c) In the event the Company's obligation to withhold arises prior to the delivery to you of Common Stock or release 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 failure by the Company to withhold the proper amount. (d) If specified in your Grant Notice and permitted by the Company, you may direct the Company to withhold shares of Common Stock with a Fair Market Value (measured as of the date shares of Common Stock are issued pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock from any escrow provided so withheld shall not exceed the amount necessary to satisfy the Company's required tax withholding obligations using the minimum statutory withholding rates for herein, if applicable, unless such obligations federal, state, local and foreign tax purposes, including payroll taxes, that are satisfied. applicable to supplemental taxable income.
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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 (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 equal to the amount of your option a such Withholding Taxes; provided, however, that the number of whole such shares of Common Stock having a Fair Market Value, determined by withheld may not exceed 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 satisfy the date of determination of any Company's required tax withholding obligation is deferred obligations using the maximum permitted statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable 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 or release such shares of Common Stock from any escrow provided for herein, if applicable, unless such obligations are satisfied. in this Agreement.
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Withholding Obligations. (a)
At On or before the time you
exercise receive a distribution of 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
(if any) 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 F...ederal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations (if any) 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 pursuant to Section 8) 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 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 have no obligation to issue 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 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 failure by the Company to withhold the proper amount. (d) If specified in your Grant Notice and permitted by the Company, you may direct the Company to withhold shares of Common Stock with a certificate for Fair Market Value (measured as of the date shares of Common Stock are issued pursuant to Section 8) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock or release such shares of Common Stock from any escrow provided so withheld will not exceed the amount necessary to satisfy the Company's required tax withholding obligations using the minimum statutory withholding rates for herein, if applicable, unless such obligations federal, state, local and foreign tax purposes, including payroll taxes, that are satisfied. applicable to supplemental taxable income.
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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 withholding from payroll and any other amounts payable to you, and 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, provincial, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which any Affiliate that arise in connection with the exercise of your option. Award (the "Withholding Obligation"). (b) If By accepting this option is a Nonstatutory Stock Option, then upon your request Award, you acknowledge and subject to approval by the Company, and compliance with any applicable legal conditions or restrictions, agree that the Company may withhold or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Obligation relating to your Restricted Stock Units by any of the following means or by a combination of such means: (i) causing you to pay any portion of the Withholding Obligation in cash; (ii) withholding from fully vested shares of Common Stock any compensation otherwise issuable payable 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 or any Affiliate; (iii) permitting you to surrender to the Company for cancellation a portion of the Restricted Share Units with a 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 Restricted Share Units so surrendered will not in excess exceed the amount necessary to satisfy the Withholding Obligation using the maximum statutory withholding rates for federal, state, provincial, 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 Exchange Act, if applicable, such surrender procedure will be subject to the express prior approval of tax required 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 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. (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.
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Withholding Obligations. (a)
At On the
time vesting date, and on or before the date on which 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 the exercise vesting and settlement of your option. (b) If this option Award (the "Withholding Taxes"). The Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your 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 deliver to you any shares of Common Stock or release such shares in settlement of Common Stock from any escrow provided for herein, if applicable, unless such obligations are satisfied. vested portion of your Award.
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Withholding Obligations. (a)
At On each vesting date, and on or before the time you
exercise receive a distribution of the shares in respect of your
option, in whole or in part, 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 any required withholdings from
payroll and any other amounts payable the shares of 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 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 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 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 Company's required tax withholding obligation obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, 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, such share withholding procedure shall be your sole responsibility. (c) You may not exercise your option unless subject to the tax withholding obligations express prior approval of the Board or a duly authorized committee thereof. Exhibit 10.3 (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 or other consideration pursuant to this 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.
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Withholding Obligations. (a)
At On the
time vesting date, and on or before the date on which 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 the exercise vesting and settlement of your option. (b) If this option Award (the "Withholding Taxes"). The Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your 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 deliver to you any shares of Common Stock or release such shares in settlement of Common Stock from any escrow provided for herein, if applicable, unless such obligations are satisfied. vested portion of your Award.
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Withholding Obligations. (a)
At On each vesting date, and on or before the time you
exercise receive a distribution of the shares in respect of your
option, in whole or in part, 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 any required withholdings from
payroll and any other amounts payable the shares of 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 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 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 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 Company's required tax withholding obligation obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, 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, such share withholding procedure shall be your sole responsibility. (c) You may not exercise your option unless subject to the tax withholding obligations express prior approval of the Board or a duly authorized committee thereof. Standard Form (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 or other consideration pursuant to this 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.
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Withholding Obligations. (a)
At On each vesting date, and on or before the time you
exercise receive a distribution of the shares in respect of your
option, in whole or in part, 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 any required withholdings from
payroll and any other amounts payable the shares of 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 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 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 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 Company's required tax withholding obligation obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, 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, such share withholding procedure shall be your sole responsibility. (c) You may not exercise your option unless subject to the tax withholding obligations express prior approval of the Board or a duly authorized committee thereof. (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 or other consideration pursuant to this 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.
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