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 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
(including b...y 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 or an Affiliate; (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 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 so withheld will 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, if applicable, 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 shares share withholding procedure will be subject to the express prior approval of the Company's Compensation Committee. (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 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 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, you and otherwise agree to make adequate provision
in cash for
(including by means of a "same day sale" pursuant to a pro...gram 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 or an Affiliate; (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 3 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 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 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 you pursuant to Section 6) up to the Company as of the date of exercise, not in excess of the minimum maximum amount of tax required owing by you on account of the Award or settlement thereof; provided, however, that to be withheld by law (or such lower amount as may be the extent necessary to avoid classification qualify for an exemption from application 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) 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 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 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 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 underlying 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
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 Stock Units 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 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 I 6(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 Committee. (b) Unless the tax withholding obligations of the Company and/or any Affiliate 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 failure by the Company to withhold the proper amount. 6 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 herein, if applicable, unless such obligations any adverse tax consequences to you arising in connection with this Award. You are satisfied. 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 own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.
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Withholding Obligations. (a) At 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, you and otherwise agree to make adequate provision
in cash for
(including by means of a "same day sale" pursuant to a pro...gram 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 or an Affiliate; (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") (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 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 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 you pursuant to Section 6) up to the Company as of the date of exercise, not in excess of the minimum maximum amount of tax required owing by you on account of the Award at Settlement thereof, provided, however, that to be withheld by law (or such lower amount as may be the extent necessary to avoid classification qualify for an exemption from application 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) 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 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 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 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 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 and social security 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 adeq
...uate 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 and 4 252208095 v2 social security 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 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 will not exceed the amount necessary to satisfy the Withholding Obligation using the maximum statutory withholding rates for federal, state, local and foreign tax and social security 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 share withholding procedure will be subject to the express prior approval of the Board or release such 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 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 satisfied, the Company shall have no obligation to deliver to you any Common Stock 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 or 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.
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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 the shares of Common Stock or from other
amounts payable consideration issuable to
you, and you and/or otherwise agree to make adequa
...te 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 to the extent permitted by law, 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 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 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 or restrictions, the Company may withhold from fully vested Company; (ii) causing you to tender a cash payment; (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 such Withholding Taxes 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 subject to your option a Award 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; 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 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 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 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 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, delivery of such shares and/or release such shares from any escrow (as applicable) provided for in this Agreement. (c) In the event the Company's obligation to withhold arises prior to the delivery or release 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, 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 Share 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 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 Shares from the 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 Shares are issued pursuant to Section 6) equal to the amount of exercise, such Withholding Obligation; provided, however, that the number of such 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 Exchange Act, if applicable, such Share withholding 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 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 Share 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 Share or release such shares it is determined after the delivery of Common Stock Share 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 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 you 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 failure by the Company to withhold the proper amount. 4 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 herein, if applicable, unless such obligations any adverse tax consequences to you arising in connection with this Award. You are satisfied. 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 own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.
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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 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 b...y 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 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 herein, if applicable, unless such obligations any adverse tax consequences to you arising in connection with this Award. You are satisfied. hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by accepting 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 own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.
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