Withholding of Taxes Clause Example with 51 Variations from Business Contracts

This page contains Withholding of Taxes clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Withholding of Taxes. Regardless of any action the Company or Participant's employer (the "Employer") takes with respect to any or all applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any ("Tax-Related Items"), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items... legally due by Participant is and remains Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including grant or vesting, the subsequent sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate Participant's liability for Tax-Related Items, or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of any Tax-Related Items which the Company determines must be withheld with respect to such Shares. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company. 33 8. Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares. View More
Found in Q2Earth Inc. contract

Variations of a "Withholding of Taxes" Clause from Business Contracts

Withholding of Taxes. Regardless (a) Default Method of Tax Withholding. The minimum federal, state, and local and foreign income, social insurance, payroll, employment and any action the Company or Participant's employer (the "Employer") takes with respect to any or all other applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Restricted Stock Units or the holding or subsequent sale of Shares, and the... receipt of dividends, if any ("Tax-Related Items"), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including grant or vesting, the subsequent sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate Participant's liability for Tax-Related Items, or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of any Tax-Related Items taxes which the Company determines must be withheld with respect to such Shares. The Administrator, in its sole discretion and this Award ("Tax Withholding Obligation") will be satisfied by Shares being sold on Participant's behalf at the prevailing market price pursuant to such procedures as it the Company may specify from time to time, including through a broker-assisted arrangement (it being understood that the Shares to be sold must have vested pursuant to the terms of this Award Agreement and the Plan). In addition to Shares sold to satisfy the Tax Withholding Obligation, additional Shares will be sold to satisfy any associated broker or other fees. The proceeds from the sale will be used to satisfy Participant's Tax Withholding Obligation arising with respect to this Award and any associated broker or other fees. Only whole Shares will be sold. Any proceeds from the sale of Shares in excess of the Tax Withholding Obligation and any associated broker or other fees will be paid to Participant in accordance with procedures the Company may specify from time to time. By accepting this Award, Participant expressly consents to the sale of Shares to cover the Tax Withholding Obligations and any associated broker or other fees and agrees that Participant may not satisfy them by any means other than such sale of Shares, unless required to do so by the Administrator or pursuant to the Administrator's express written consent. 4 (b) Administrator Discretion. If the Administrator determines that Participant cannot satisfy Participant's Tax Withholding Obligation through the default procedure described in Section 7(a), it may permit Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) Participant's Tax Withholding Obligation by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) (i) delivering to the Company already Shares that Participant owns and that have vested and owned Shares having with a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares (ii) electing to have the Company withhold otherwise deliverable Shares having a value equal to the minimum amount statutorily required to be withheld, (iii) payment by Participant through in cash, or (iv) such other means as the Administrator deems appropriate. (c) Company's Obligation to Deliver Shares. For clarification purposes, in no event will the Company may determine in its sole discretion (whether through a broker or otherwise) equal issue Participant any Shares unless and until arrangements satisfactory to the amount required to be withheld. To Administrator have been made for the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items by reducing the number payment of Shares otherwise deliverable to Participant. Participant's Tax Withholding Obligation. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at do so by the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, they become due, Participant will permanently forfeit such Participant's Restricted Stock Units and to which Participant's Tax Withholding Obligation relates, as well as any right to receive Shares thereunder and the otherwise issuable pursuant to those Restricted Stock Units will be returned to the Company at no cost to the Company. 33 8. Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares. Units. View More
Found in FireEye, Inc. contract
Withholding of Taxes. Regardless of any action the Company or Participant's employer (the "Employer") takes with respect to any or all applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any ("Tax-Related Items"), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items... legally due by Participant is and remains Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including grant or vesting, the subsequent sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate Participant's liability for Tax-Related Items, or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will represented by the Restricted Stock which is the subject of the Grant may be issued released from the escrow established pursuant to Participant, Section 2, unless and until satisfactory arrangements (as determined by the Administrator) Committee) will have been made by Participant Grantee with respect to the payment of any Tax-Related Items income, employment and other taxes which the Company determines must be withheld with respect to such Shares. The Administrator, Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant Grantee to satisfy such Tax-Related Items, tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant 5 Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. Grantee. If Participant Grantee fails to make satisfactory arrangements for the payment of any required Tax-Related Items tax withholding obligations hereunder at the time any applicable Restricted Stock Units Shares otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant Grantee will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units Shares will be returned to the Company at no cost to the Company. 33 8. Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares. View More
Found in Silver Bay Realty Trust Corp. contract
Withholding of Taxes. Regardless of any action the Company or Participant's employer (the "Employer") takes with respect to any or all applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any ("Tax-Related Items"), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items... legally due by Participant is and remains Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including grant or vesting, the subsequent sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate Participant's liability for Tax-Related Items, or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued or delivered to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of any Tax-Related Items income, employment and other taxes which the Company determines must be withheld with respect to such Shares. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, tax withholding obligation, in whole or in part (without limitation) by by: (a) paying cash, cash; -5- (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, withheld; (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, withheld; or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. Participant and, until determined otherwise by the Company, this will be the method by which such tax withholding obligations are satisfied. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items tax withholding obligations hereunder at the time any applicable Restricted Stock Units Performance Shares otherwise are scheduled to vest pursuant to Sections 3 or 4, 4 or tax withholding obligations related to Performance Shares otherwise are due, Participant will permanently forfeit such Restricted Stock Units Performance Shares and any right to receive Shares thereunder and the Restricted Stock Units Performance Shares will be returned to the Company at no cost to the Company. 33 8. Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares. View More
Found in MINDSPEED TECHNOLOGIES, INC contract
Withholding of Taxes. Regardless (a) The Participant acknowledges that, regardless of any action taken by the Company or or, if different, Participant's employer (the "Employer") takes with respect to any or all applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any ("Tax-Related Items"), Participant ...acknowledges and agrees that "Employer"), the ultimate liability for all Tax-Related Items income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant's participation in the Plan and legally due by applicable to Participant ("Tax-Related Items") is and remains the Participant's responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and the Employer (a) (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including grant or vesting, the subsequent sale of Shares acquired under the Plan, Phantom RSUs; and the receipt of dividends, if any; and (b) does (ii) do not commit to and is are under no obligation to structure the terms of the Restricted Stock Units grant or any aspect of the Restricted Stock Units Phantom RSUs to reduce or eliminate the Participant's liability for Tax-Related Items, Items or achieve any particular tax result. Further, if the Participant has become is subject to tax Tax-Related Items in more than one jurisdiction between jurisdiction, the date of grant and the date of any relevant taxable event, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding (b) To satisfy any contrary provision withholding obligations of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by Company and/or the Administrator) will have been made by Participant Employer with respect to Tax-Related Items, the payment Company will withhold Shares or cash otherwise issuable upon vesting of the Phantom RSUs. Alternatively, or in addition, in connection with any applicable withholding event, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their obligations, if any, with regard to all Tax-Related Items which by one or a combination of the following: (i) withholding from the Participant's wages or other cash compensation paid to the Participant by the Company determines must be withheld with respect to such Shares. The Administrator, in its sole discretion and or the Employer, (ii) withholding from proceeds of the sale of Shares acquired upon vesting of the Phantom RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to such procedures as it may specify from time to time, may permit this authorization without further consent) and/or (iii) requiring the Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having tender a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering cash payment to the Company already vested and owned Shares having a Fair Market Value equal to or an Affiliate in the amount required of the Tax-Related Items; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, the withholding methods described in this Section 8(b)(i), (ii), and (iii) will only be used if the Committee (as constituted to be withheld, or (d) selling a sufficient number satisfy Rule 16b-3 of the Exchange Act) determines, in advance of the applicable withholding event, that one of such Shares otherwise deliverable to Participant through such means as the withholding methods will be used in lieu of withholding Shares. (c) The Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any withhold for Tax-Related Items by reducing considering applicable statutory withholding amounts or other applicable withholding rates, including maximum applicable rates in the number Participant's jurisdiction(s), in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent amount in Shares. The Company may refuse to issue or deliver the Shares, the proceeds of the sale of Shares otherwise deliverable to Participant. If or an equivalent cash amount, if the Participant fails to make satisfactory arrangements for comply with his or her obligations in connection with the payment of any required Tax-Related Items hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company. 33 8. Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares. Items. View More
Found in Weatherford International plc contract
Withholding of Taxes. Regardless (a) Default Method of Tax Withholding. The federal, state, and local and foreign income, social insurance, payroll, employment and any action the Company or Participant's employer (the "Employer") takes with respect to any or all other applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt... of dividends, if any ("Tax-Related Items"), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including grant or vesting, the subsequent sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate Participant's liability for Tax-Related Items, or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of any Tax-Related Items taxes which the Company determines must be withheld with respect to such Shares. The Administrator, in its sole discretion and this Award ("Tax Withholding Obligation") will be satisfied by Shares being sold on Participant's behalf at the prevailing market price pursuant to such procedures as it the Company may specify from time to time, including through a broker-assisted arrangement (it being understood that the Shares to be sold must have vested pursuant to the terms of this Agreement and the Plan). In addition to Shares sold to satisfy the Tax Withholding Obligation, additional Shares will be sold to satisfy any associated broker or other fees. The proceeds from the sale will be used to satisfy Participant's Tax Withholding Obligation arising with respect to this Award and any associated broker or other fees. Only whole Shares will be sold. Any proceeds from the sale of Shares in excess of the Tax Withholding Obligation and any associated broker or other fees will be paid to Participant in accordance with procedures the Company may specify from time to time. By accepting this Award, Participant expressly consents to the sale of Shares to cover the Tax Withholding Obligations and any associated broker or other fees and agrees that Participant may not satisfy them by any means other than such sale of Shares, unless required to do so by the Administrator or pursuant to the Administrator's express written consent. (b) Administrator Discretion. If the Administrator determines that Participant cannot satisfy Participant's Tax Withholding Obligation through the default procedure described in Section 7(a), it may permit Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) Participant's Tax Withholding Obligation by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) (i) delivering to the Company already Shares that Participant owns and that have vested and owned Shares having with a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares (ii) having the Company withhold otherwise deliverable Shares having a value equal to the minimum amount statutorily required to be withheld, (iii) payment by Participant through in cash, or (iv) such other means as the Administrator deems appropriate. (c) Executive Officers and Directors. Notwithstanding anything herein to the contrary, if Participant is an "executive officer" within the meaning of Rule 16(a)(1)(f) under the Exchange Act or a Director, then the Tax Withholding Obligation will be satisfied by the Company may determine in its sole discretion (whether through by having the Company withhold otherwise deliverable Shares having a broker or otherwise) value equal to the minimum amount statutorily required to be withheld. To the extent determined appropriate by (d) Company's Obligation to Deliver Shares. For clarification purposes, in no event will the Company in its discretion, it will issue Participant any Shares unless and until arrangements satisfactory to the Administrator have been made for the right (but not the obligation) to satisfy any Tax-Related Items by reducing the number payment of Shares otherwise deliverable to Participant. Participant's Tax Withholding Obligation. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at do so by the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, they become due, Participant will permanently forfeit such Participant's Restricted Stock Units and to which Participant's Tax Withholding Obligation relates, as well as any right to receive Shares thereunder and the otherwise issuable pursuant to those Restricted Stock Units will be returned to the Company at no cost to the Company. 33 Units. -5- 8. Rights as Stockholder. Shareholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder shareholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After Participant or the Escrow Agent. Except as provided in Section 2(f), after such issuance, recordation and delivery, Participant will have all the rights of a stockholder shareholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares. View More
Found in Nutanix, Inc. contract
Withholding of Taxes. Regardless of any action the Company or Participant's employer (the "Employer") takes with respect to any or all applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any ("Tax-Related Items"), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items... legally due by Participant is and remains Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including grant or vesting, the subsequent sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate Participant's liability for Tax-Related Items, or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) Committee) will have been made by Participant with respect to the payment payment, if applicable, of any Tax-Related Items income, employment and other taxes which the Company determines must be withheld with respect to such Shares. The Administrator, in its sole discretion and pursuant to Unless determined otherwise by the Committee, such procedures as it may specify from time to time, may permit tax withholding obligation of Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) will be satisfied by (a) paying cash, (b) electing to have having the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) which will be accomplished pursuant to such procedures as the Company may specify from time to time. If the Committee determines not to satisfy tax withholding in this manner, it may permit, in its sole discretion and pursuant to such procedures as it may specify from time to time, Participant to satisfy such tax withholding obligation of Participant by (a) paying cash, or (b) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company. 33 8. Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares. View More
Found in API Technologies Corp. contract
Withholding of Taxes. Regardless of any action the Company or Participant's employer (the "Employer") takes with respect to any or all applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any ("Tax-Related Items"), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items... legally due by Participant is and remains Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including grant or vesting, the subsequent sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate Participant's liability for Tax-Related Items, or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued or delivered to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of any Tax-Related Items income, employment and other taxes which the Company determines must be withheld with respect to such Shares. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, tax withholding obligation, in whole or in part (without limitation) by by: (a) paying cash, cash; (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, withheld; (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, withheld; or (d) selling a sufficient number of such Shares otherwise deliverable to Participant -3- through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items tax withholding obligations hereunder at the time any applicable Restricted Stock Units Shares otherwise are scheduled to vest pursuant or tax withholding obligations related to Sections 3 or 4, the applicable Shares otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units Shares will be returned to the Company at no cost to the Company. 33 8. Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares. View More
Found in MINDSPEED TECHNOLOGIES, INC contract
Withholding of Taxes. Regardless (a) The Participant acknowledges that, regardless of any action taken by the Company or or, if different, Participant's employer (the "Employer") takes with respect to any or all applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any ("Tax-Related Items"), Participant ...acknowledges and agrees that "Employer"), the ultimate liability for all Tax-Related Items income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant's participation in the Plan and legally due by applicable to Participant ("Tax-Related Items") is and remains the Participant's responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and the Employer (a) (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including grant or vesting, the subsequent sale of Shares acquired under the Plan, PSUs; and the receipt of dividends, if any; and (b) does (ii) do not commit to and is are under no obligation to structure the terms of the Restricted Stock Units grant or any aspect of the Restricted Stock Units PSUs to reduce or eliminate the Participant's liability for Tax-Related Items, Items or achieve any 5 particular tax result. Further, if the Participant has become is subject to tax Tax-Related Items in more than one jurisdiction between jurisdiction, the date of grant and the date of any relevant taxable event, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding (b) To satisfy any contrary provision withholding obligations of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by Company and/or the Administrator) will have been made by Participant Employer with respect to Tax-Related Items, the payment Company will withhold Shares otherwise issuable upon vesting of the PSUs. Alternatively, or in addition, in connection with any applicable withholding event, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their obligations, if any, with regard to all Tax-Related Items which by one or a combination of the following: (i) withholding from the Participant's wages or other cash compensation paid to the Participant by the Company determines must be withheld with respect to such Shares. The Administrator, in its sole discretion and or the Employer, (ii) withholding from proceeds of the sale of Shares acquired upon vesting of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to such procedures as it may specify from time to time, may permit this authorization without further consent) and/or (iii) requiring the Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having tender a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering cash payment to the Company already vested and owned Shares having a Fair Market Value equal to or an Affiliate in the amount required of the Tax-Related Items; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, the withholding methods described in this Section 8(b)(i), (ii), and (iii) will only be used if the Committee (as constituted to be withheld, or (d) selling a sufficient number satisfy Rule 16b-3 of the Exchange Act) determines, in advance of the applicable withholding event, that one of such Shares otherwise deliverable to Participant through such means as the withholding methods will be used in lieu of withholding Shares. (c) The Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any withhold for Tax-Related Items by reducing considering applicable statutory withholding amounts or other applicable withholding rates, including maximum applicable rates in the number Participant's jurisdiction(s), in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent amount in Shares. The Company may refuse to issue or deliver the Shares otherwise deliverable to Participant. If or the proceeds of the sale of Shares, if the Participant fails to make satisfactory arrangements for comply with his or her obligations in connection with the payment of any required Tax-Related Items hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company. 33 8. Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares. Items. View More
Found in Weatherford International plc contract
Withholding of Taxes. Regardless (a) Participant acknowledges that regardless of any action taken by the Company or or, if different, Participant's employer (the "Employer") takes with respect to any or all applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any ("Tax-Related Items"), Participant ackno...wledges and agrees that "Employer"), the ultimate liability for all Tax-Related Items income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items arising out of Participant's participation in the Plan and legally due by applicable to Participant ("Tax-Related Items"), is and remains Participant's responsibility and may exceed the amount amount, if any, actually withheld by the Company or and/or the Employer. Participant further acknowledges that the Company and and/or the Employer (a) (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of any Stock Appreciation Rights, including but not limited to, the Restricted grant, vesting or exercise of the Stock Units, including grant or vesting, Appreciation Rights, the subsequent sale of Shares Stock acquired under the Plan, Plan and the receipt of dividends, if any; any dividends; and (b) does (ii) do not commit to and is are under no obligation to structure the terms of the Restricted Stock Units grant or any aspect of the Restricted a Stock Units Appreciation Rights 3 to reduce or eliminate Participant's liability for Tax-Related Items, Items or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding (b) Prior to any contrary provision of relevant taxable, tax and/or social security contribution withholding event, as applicable, Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this Award Agreement, no certificate representing regard, Participant authorizes the Shares will be issued Company and/or the Employer, or their respective agents, at their discretion, to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant satisfy their withholding obligations with respect to Tax-Related Items by one or a combination of the payment following: (i) withholding from Participant's wages or other cash compensation paid to him or her by the Company and/or the Employer; or (ii) withholding from the proceeds of the sale of shares acquired upon exercise of a Stock Appreciation Right, either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant's behalf pursuant to this authorization); or (iii) withholding in Stock to be issued upon exercise of the Stock Appreciation Right, provided, however, that if Participant is a Section 16 officer of the Company under the Exchange Act, then Participant may elect the form of withholding from the alternatives above in advance of any taxable or tax withholding event, as applicable, and in the absence of Participant's timely election, the Company will withhold from proceeds of the sale of Stock upon the relevant taxable or tax withholding event, as applicable, or the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any obligations for Tax-Related Items which in advance of any taxable or tax withholding event, as applicable. (c) Depending on the withholding method, the Company determines must be withheld with respect or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to such Shares. The Administrator, the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Stock, for tax purposes, Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing is deemed to have been issued the Company withhold otherwise deliverable Shares having a Fair Market Value equal full number of shares of Stock subject to the minimum amount required to be withheld, (c) delivering exercised Stock Appreciation Rights, notwithstanding that a number of shares are held back solely for the purpose of paying the Tax-Related Items. (d) Participant shall pay to the Company already vested and owned Shares having a Fair Market Value equal to or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant's participation in the Plan that cannot be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such satisfied by the means as the described in this Section 4. The Company may determine in its sole discretion (whether through a broker refuse to honor the exercise and refuse to issue or otherwise) equal to deliver the amount required to be withheld. To Stock or the extent determined appropriate by proceeds of the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items by reducing the number sale of Shares otherwise deliverable to Participant. If Stock if Participant fails to make satisfactory arrangements for comply with Participant's obligations in connection with the payment of any required Tax-Related Items hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company. 33 8. Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares. Items. View More
Found in Yum China Holdings, Inc. contract
Withholding of Taxes. Regardless of any action the Company or Participant's employer (the "Employer") takes with respect to any or all applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any ("Tax-Related Items"), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items... legally due by Participant is and remains Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including grant or vesting, the subsequent sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate Participant's liability for Tax-Related Items, or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will of Restricted Stock may be issued released from the escrow established pursuant to Participant, Section 2, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of any Tax-Related Items income, employment and other taxes which the Company determines must be withheld with respect to such Shares. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. Participant and, until determined otherwise by the Company, this will be the method by which such tax withholding obligations are satisfied. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items tax withholding obligations hereunder at the time any applicable Restricted Stock Units Shares otherwise are scheduled to vest pursuant to Sections 3 or 4, 4 or tax withholding obligations related to the applicable Shares otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units Shares will be returned to the Company at no cost to the Company. 33 8. Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares. View More
Found in 3 Contracts from AUDIENCE INC