Withholding of Taxes Clause Example with 4 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. The Company shall have the power and the right to deduct or withhold shares, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant's FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the Restricted Stock or the v...esting of such Restricted Stock.12. No Right to Employment. Any questions as to whether and when there has been a termination of such employment and the cause of such termination shall be determined in the sole discretion of the Company. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or Related Companies to terminate the Participant's employment or service at any time, for any reason and with or without cause.13. Notices. Any notice which may be required or permitted under this Agreement shall be in writing and shall be delivered in person, or via facsimile transmission, overnight courier service or certified mail, return receipt requested, postage prepaid, properly addressed as follows:13.1 If such notice is to the Company, to the attention of the Secretary of Company or at such other address as the Company, by notice to the Participant, shall designate in writing from time to time.13.2 If such notice is to the Participant, at his or her address as shown on the Company's records, or at such other address as the Participant, by notice to the Company, shall designate in writing from time to time.14. Compliance with Laws. The issuance of the Restricted Stock or unrestricted Shares pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, the Exchange Act and the respective rules and regulations promulgated thereunder), and any other law or regulation applicable thereto. The Company shall not be obligated to issue any of the Restricted Stock or unrestricted Shares pursuant to this Agreement if such issuance would violate any such requirements.15. Securities Representations. The Restricted Stock is being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: 1,191.2 4 15.1 The Participant has been advised that the Participant may be an "affiliate" within the meaning of Rule 144 under the Securities Act of 1933, as amended (the "Act") and in this connection the Company is relying in part on the Participant's representations set forth in this Section.15.2 If the Participant is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a "re-offer prospectus") with regard to the Shares and the Company is under no obligation to register the Shares (or to file a "re-offer prospectus"). 15.3 If the Participant is deemed an affiliate within the meaning of Rule 144 of the Act, the Participant understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.View More
Variations of a "Withholding of Taxes" Clause from Business Contracts
Withholding of Taxes. The Company shall have the power and the right to deduct or withhold shares, withhold, or require the Participant Optionee to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant's Optionee's FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to... the Restricted Stock Option (or exercise thereof) and, if the Optionee fails to do so, the Company may otherwise refuse to issue or the vesting of such Restricted Stock.12. transfer any Option Shares otherwise required to be issued pursuant to this Agreement.12. No Right to Employment. Any questions as to whether and when there has been a termination of such employment and the cause of such termination shall be determined in the sole discretion of the Company. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or Related Companies or Affiliates to terminate the Participant's Optionee's employment or service at any time, for any reason and with or without cause.13. Notices. Any Exercise Notice or other notice which may be required or permitted 7 under this Agreement shall be in writing writing, and shall be delivered in person, person or via facsimile transmission, overnight courier service or certified mail, return receipt requested, postage prepaid, properly addressed as follows:13.1 If such notice is to the Company, to the attention of the Secretary of Company or at such other address as the Company, by notice to the Participant, Optionee, shall designate in writing from time to time.13.2 If such notice is to the Participant, Optionee, at his or her address as shown on the Company's records, or at such other address as the Participant, Optionee, by notice to the Company, shall designate in writing from time to time.14. Compliance with Laws. The issuance of this Stock Option (and the Restricted Option Shares upon exercise of this Stock or unrestricted Shares Option) pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, the Securities Exchange Act of 1934 and the respective rules and regulations promulgated thereunder), thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue this Stock Option or any of the Restricted Stock or unrestricted Option Shares pursuant to this Agreement if any such issuance would violate any such requirements.15. Securities Representations. The Restricted Stock is being issued Binding Agreement; Assignment. This Agreement shall inure to the Participant benefit of, be binding upon, and this Agreement is being made be enforceable by the Company in reliance upon and its successors and assigns. The Optionee shall not assign (except as provided by Section 9 hereof) any part of this Agreement without the following prior express representations and warranties written consent of the Participant. The Participant acknowledges, represents and warrants that: 1,191.2 4 15.1 The Participant has been advised that the Participant Company.16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an "affiliate" within original, but all of which shall constitute one and the meaning same instrument.17. Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of Rule 144 under this Agreement and the Securities Act of 1933, as amended (the "Act") Plan and in this connection the Company is relying in part on the Participant's representations set forth in this Section.15.2 If the Participant is deemed an affiliate within the meaning of Rule 144 consummation of the Act, transactions contemplated thereunder.18. Headings. The titles and headings of the Shares must various sections of this Agreement have been inserted for convenience of reference only and shall not be held indefinitely unless an exemption from deemed to be a part of this Agreement.19. Severability. The invalidity or unenforceability of any applicable resale restrictions is available provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the Company files an additional registration statement (or a "re-offer prospectus") with regard validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the Shares and the Company is under no obligation to register the Shares (or to file a "re-offer prospectus"). 15.3 If the Participant is deemed an affiliate within the meaning of Rule 144 of the Act, the Participant understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions. fullest extent permitted by law. 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Withholding of Taxes. The Company shall have the power and the right to deduct or withhold shares, withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant's FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the Restricted RSUs... and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any shares of Common Stock or the vesting of such Restricted Stock.12. No Right otherwise required to Employment. Any questions as to whether and when there has been a termination of such employment and the cause of such termination shall be determined in the sole discretion of the Company. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or Related Companies to terminate the Participant's employment or service at any time, for any reason and with or without cause.13. Notices. Any notice which may be required or permitted under this Agreement shall be in writing and shall be delivered in person, or via facsimile transmission, overnight courier service or certified mail, return receipt requested, postage prepaid, properly addressed as follows:13.1 If such notice is to the Company, to the attention of the Secretary of Company or at such other address as the Company, by notice to the Participant, shall designate in writing from time to time.13.2 If such notice is to the Participant, at his or her address as shown on the Company's records, or at such other address as the Participant, by notice to the Company, shall designate in writing from time to time.14. Compliance with Laws. The issuance of the Restricted Stock or unrestricted Shares issued pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, the Exchange Act and the respective rules and regulations promulgated thereunder), and any other law or regulation applicable thereto. The Company shall not be obligated to issue any of the Restricted Stock or unrestricted Shares pursuant to this Agreement if such issuance would violate any such requirements.15. Securities Representations. The Restricted Stock is being issued Agreement. Any minimum statutorily required withholding obligation with regard to the Participant and this may, with the consent of the Committee, be satisfied by reducing the amount of cash or shares of Common Stock otherwise deliverable to the Participant hereunder. 4 11. Securities Representations. This Agreement is being made entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: 1,191.2 4 15.1 (a) The Participant has been advised that the Participant may be an "affiliate" within the meaning of Rule 144 under the Securities Act of 1933, as amended (the "Act") and in this connection the Company is relying in part on the Participant's representations set forth in this Section.15.2 Section 11. (b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Shares shares of Common Stock issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a "re-offer prospectus") with regard to the Shares such shares of Common Stock and the Company is under no obligation to register the Shares such shares of Common Stock (or to file a "re-offer prospectus"). 15.3 (c) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (i) (A) a public trading market then exists for the Common Stock of the Company, (ii) (B) adequate information concerning the Company is then available to the public, and (iii) (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with, and that (ii) any sale of the Shares shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with such the terms and conditions. conditions of Rule 144 or any exemption therefrom. View More
Withholding of Taxes. The Company shall have the power and the right to deduct or withhold shares, withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant's FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the Restricted RSUs... and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any shares of Common Stock or the vesting of such Restricted Stock.12. No Right otherwise required to Employment. Any questions as to whether and when there has been a termination of such employment and the cause of such termination shall be determined in the sole discretion of the Company. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or Related Companies to terminate the Participant's employment or service at any time, for any reason and with or without cause.13. Notices. Any notice which may be required or permitted under this Agreement shall be in writing and shall be delivered in person, or via facsimile transmission, overnight courier service or certified mail, return receipt requested, postage prepaid, properly addressed as follows:13.1 If such notice is to the Company, to the attention of the Secretary of Company or at such other address as the Company, by notice to the Participant, shall designate in writing from time to time.13.2 If such notice is to the Participant, at his or her address as shown on the Company's records, or at such other address as the Participant, by notice to the Company, shall designate in writing from time to time.14. Compliance with Laws. The issuance of the Restricted Stock or unrestricted Shares issued pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, the Exchange Act and the respective rules and regulations promulgated thereunder), and any other law or regulation applicable thereto. The Company shall not be obligated to issue any of the Restricted Stock or unrestricted Shares pursuant to this Agreement if such issuance would violate any such requirements.15. Securities Representations. The Restricted Stock is being issued Agreement. Any minimum statutorily required withholding obligation with regard to the Participant and this may, with the consent of the Committee, be satisfied by reducing the amount of cash or shares of Common Stock otherwise deliverable to the Participant hereunder. 6 11. Securities Representations. This Agreement is being made entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: 1,191.2 4 15.1 (a) The Participant has been advised that the Participant may be an "affiliate" within the meaning of Rule 144 under the Securities Act of 1933, as amended (the "Act") and in this connection the Company is relying in part on the Participant's representations set forth in this Section.15.2 Section 11. (b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Shares shares of Common Stock issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a "re-offer prospectus") with regard to the Shares such shares of Common Stock and the Company is under no obligation to register the Shares such shares of Common Stock (or to file a "re-offer prospectus"). 15.3 (c) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (i) (A) a public trading market then exists for the Common Stock of the Company, (ii) (B) adequate information concerning the Company is then available to the public, and (iii) (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with, and that (ii) any sale of the Shares shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with such the terms and conditions. conditions of Rule 144 or any exemption therefrom. View More
Withholding of Taxes. The Company shall have the power and the right to deduct or withhold shares, withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant's FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the Restricted Stoc...k and, if the Participant fails to do so, the Company may otherwise refuse to issue or the vesting transfer any shares of such Restricted Stock.12. No Right Common Stock otherwise required to Employment. Any questions as to whether and when there has been a termination of such employment and the cause of such termination shall be determined in the sole discretion of the Company. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or Related Companies to terminate the Participant's employment or service at any time, for any reason and with or without cause.13. Notices. Any notice which may be required or permitted under this Agreement shall be in writing and shall be delivered in person, or via facsimile transmission, overnight courier service or certified mail, return receipt requested, postage prepaid, properly addressed as follows:13.1 If such notice is to the Company, to the attention of the Secretary of Company or at such other address as the Company, by notice to the Participant, shall designate in writing from time to time.13.2 If such notice is to the Participant, at his or her address as shown on the Company's records, or at such other address as the Participant, by notice to the Company, shall designate in writing from time to time.14. Compliance with Laws. The issuance of the Restricted Stock or unrestricted Shares issued pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, the Exchange Act and the respective rules and regulations promulgated thereunder), and any other law or regulation applicable thereto. The Company shall not be obligated to issue any of the Restricted Stock or unrestricted Shares pursuant to this Agreement if such issuance would violate any such requirements.15. Securities Representations. The Restricted Stock is being issued Agreement. Any minimum statutorily required withholding obligation with regard to the Participant and this may be satisfied by reducing the amount of cash or shares of Common Stock otherwise deliverable to the Participant hereunder. 3 10. Securities Representations. This Agreement is being made entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: 1,191.2 4 15.1 (a) The Participant has been advised that the Participant may be an "affiliate" within the meaning of Rule 144 under the Securities Act of 1933, as amended (the "Act") and in this connection the Company is relying in part on the Participant's representations set forth in this Section.15.2 Section 10. (b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Shares shares of Common Stock issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a "re-offer prospectus") with regard to the Shares such shares of Common Stock and the Company is under no obligation to register the Shares such shares of Common Stock (or to file a "re-offer prospectus"). 15.3 (c) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (i) (A) a public trading market then exists for the Common Stock of the Company, (ii) (B) adequate information concerning the Company is then available to the public, and (iii) (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with, and that (ii) any sale of the Shares shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with such the terms and conditions. conditions of Rule 144 or any exemption therefrom. View More
