Common use of Certain Tax Matters Clause in Contracts

Certain Tax Matters. (a) The Grantee expressly acknowledges and agrees that the Grantee’s rights hereunder, including the right to be issued shares of Stock upon the vesting of the Restricted Stock Units (or any portion thereof), are subject to the Grantee’s promptly paying, or in respect of any later requirement of withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld, if any. No shares of Stock will be required to be transferred pursuant to the vesting of the Restricted Stock Units (or any portion thereof) unless and until the Grantee or the person then holding the Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by accepting the Award the Grantee shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Administrator with respect to such taxes. The Grantee also authorizes the Company and its subsidiaries to withhold such amounts from any amounts otherwise owed to the Grantee, but nothing in this sentence shall be construed as relieving the Grantee of any liability for satisfying his or her obligations under the preceding provisions of this Section.

Certain Tax Matters. (a) The Grantee Participant expressly acknowledges and agrees that the GranteeParticipant’s rights hereunder, including the right to be issued shares of Stock upon the vesting of the Restricted Stock Units Shares (or any portion thereof)) upon exercise of the Stock Option, are subject to the GranteeParticipant’s promptly paying, or in respect of any later requirement of withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld, if any. No shares of Stock Shares will be required to be transferred pursuant to the vesting exercise of the Restricted Stock Units (or any portion thereof) Option unless and until the Grantee or person exercising the person then holding the Award Stock Option has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by accepting exercising the Award the Grantee Stock Option such person shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such sharesShares, or has made other arrangements satisfactory to the Administrator with respect to such taxes. For the avoidance of doubt, the Participant may pay any taxes contemplated by this Section 6 consistent with the method for paying such taxes as described in the last sentence of Section 6(a)(6) of the Plan. The Grantee Participant also authorizes the Company and its subsidiaries to withhold such amounts from any amounts otherwise owed to the GranteeParticipant, but nothing in this sentence shall be construed as relieving the Grantee Participant (or any permitted transferee) of any liability for satisfying his or her obligations under the preceding provisions of this SectionSection 6.

Certain Tax Matters. (a) The Grantee expressly acknowledges and agrees that the Grantee’s rights hereunder, including the right to be issued shares of Stock upon the vesting of the Performance Stock Units (or, if applicable, Restricted Stock Units Units) (or any portion thereof), are subject to the Grantee’s promptly paying, or in respect of any later requirement of withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld, if anyany (the “Tax Withholding Obligation”). No shares of Stock will be required to be transferred pursuant to the vesting of the Performance Stock Units (or, if applicable, Restricted Stock Units Units) (or any portion thereof) unless and until the Grantee or the person then holding the Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local withholding tax requirements with respect to tax withholdings then due and has committed (and by accepting the this Award the Grantee shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Administrator Company with respect to such taxes. The Grantee also authorizes the Company and its subsidiaries to withhold such amounts amount from any amounts otherwise owed to the Grantee, but nothing in this sentence shall be construed as relieving the Grantee of any liability for satisfying his or her obligations under the preceding provisions of this Section.

Certain Tax Matters. (aThe Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to the Award. The Grantee Participant expressly acknowledges and agrees that the GranteeParticipant’s rights hereunder, including the right to be issued shares of Stock Shares upon the vesting and settlement of the Restricted Stock Units Award (or any portion thereof), are subject to the GranteeParticipant’s promptly paying, or in respect of any later requirement of withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Administrator Committee in its discretion) all taxes required to be withheld, if any. No shares of Stock Shares will be required to be transferred pursuant to the vesting and settlement of the Restricted Stock Units Award (or any portion thereof) unless and until the Grantee Participant or the person then holding the Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by accepting the holding this Award the Grantee Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Administrator Committee with respect to such taxes. The Grantee Participant also authorizes the Company and its subsidiaries to withhold such amounts from any amounts otherwise owed to the GranteeParticipant, but nothing in this sentence shall be construed as relieving the Grantee Participant of any liability for satisfying his or her obligations under the preceding provisions of this SectionSection 6.

Certain Tax Matters. (aThe Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to the Award. The Grantee Participant expressly acknowledges and agrees that the GranteeParticipant’s rights hereunder, including the right to be issued shares of Stock Shares upon the vesting and settlement of the Restricted Stock Units Award (or any portion thereof), are subject to the GranteeParticipant’s promptly paying, or in respect of any later requirement of withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Administrator Committee in its discretion) all taxes required to be withheld, if any. No shares of Stock Shares will be required to be transferred pursuant to the vesting and settlement of the Restricted Stock Units Award (or any portion thereof) unless and until the Grantee Participant or the person then holding the Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by accepting the holding this Award the Grantee Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Administrator Committee with respect to such taxes. The Grantee Participant also authorizes the Company and its subsidiaries to withhold such amounts from any amounts otherwise owed to the GranteeParticipant, but nothing in this sentence shall be construed as relieving the Grantee Participant of any liability for satisfying his or her obligations under the preceding provisions of this SectionSection 5.

Certain Tax Matters. (aThe Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to the Award. The Grantee Participant expressly acknowledges and agrees that the GranteeParticipant’s rights hereunder, including the right to be issued shares of Stock Shares upon the vesting and settlement of the Restricted Stock Units Award (or any portion thereof), are subject to the GranteeParticipant’s promptly paying, or in respect of any later requirement of withholding withholding, being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Administrator Committee in its discretion) all taxes required to be withheld, if any. No shares of Stock Shares will be required to be transferred pursuant to the vesting in satisfaction of the Restricted Stock Units Award (or any portion thereof) unless and until the Grantee Participant or the person then holding the Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by accepting the holding this Award the Grantee Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Administrator Committee with respect to the payment of such taxes. The Grantee Participant also authorizes the Company and its subsidiaries Affiliates to withhold such amounts from any amounts otherwise owed to the GranteeParticipant, but nothing in this sentence shall be construed as relieving the Grantee Participant of any liability for satisfying his or her obligations under the preceding provisions of this SectionSection 5.

Certain Tax Matters. (aThe Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to the Award. The Grantee Participant expressly acknowledges and agrees that the GranteeParticipant’s rights hereunder, including the right to be issued shares of Stock Shares upon the vesting and settlement of the Restricted Stock Units Award (or any portion thereof), are subject to the GranteeParticipant’s promptly paying, or in respect of any later requirement of withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld, if any. No shares of Stock Shares will be required to be transferred pursuant to the vesting and settlement of the Restricted Stock Units Award (or any portion thereof) unless and until the Grantee Participant or the person then holding the Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by accepting the holding this Award the Grantee Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such sharesShares, or has made other arrangements satisfactory to the Administrator with respect to such taxes. The Grantee Participant also authorizes the Company and its subsidiaries to withhold such amounts from any amounts otherwise owed to the GranteeParticipant, but nothing in this sentence shall be construed as relieving the Grantee Participant of any liability for satisfying his or her obligations under the preceding provisions of this Section.

Certain Tax Matters. (aThe Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to the Award. The Grantee vesting and/or payment of the Award will give rise to “wages” subject to tax withholding. The Participant expressly acknowledges and agrees that the GranteeParticipant’s rights hereunder, including the right to be issued shares of Stock upon the Shares following vesting of the Restricted Stock Units (or any portion thereof)Award, are subject to the Grantee’s Participant promptly paying, or in respect of any later requirement of withholding being liable promptly to pay at such time as such withholdings are due, paying to the Company in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld, if any. No shares of Stock Shares will be required to be transferred pursuant to the vesting of the Restricted Stock Units (or any portion thereof) Award unless and until the Grantee or the person then holding the Award Participant has remitted to the Company an amount in cash sufficient to satisfy any all U.S. federal, state, or local and non-U.S. requirements with respect to tax withholdings then due and has committed (and by accepting the Award the Grantee shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such sharesShares, or has made other arrangements satisfactory to the Administrator with respect to such taxes; provided that, if the Administrator so permits, the Participant may satisfy such withholding requirements by having the Company hold back Shares otherwise issuable upon the payment of the Award with a fair market value equal to the applicable statutory minimum tax withholding requirements. The Grantee also Participant authorizes the Company and its subsidiaries to withhold such amounts due hereunder from any amounts payments otherwise owed to the GranteeParticipant, but nothing in this sentence shall be construed as relieving the Grantee Participant of any liability for satisfying his or her obligations obligation under the preceding provisions of this SectionSection 5. The Company and its subsidiaries shall have no liability or obligation related to the foregoing.

Certain Tax Matters. (a) The Grantee If at the time the Stock Option is exercised the Company determines that under applicable law it could be liable for the withholding of any federal, state, or local tax upon such exercise or with respect to the disposition of any Shares acquired upon such exercise, the Optionee expressly acknowledges and agrees that the GranteeOptionee’s rights hereunder, including the right to be issued shares of Stock upon the vesting of the Restricted Stock Units Shares (or any portion thereof)) upon exercise, are subject to the GranteeOptionee’s promptly paying, or in respect of any later requirement of withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld, if any. No shares of Stock Shares will be required to be transferred pursuant to the vesting exercise of the Restricted Stock Units (or any portion thereof) Option unless and until the Grantee or person exercising the person then holding the Award Stock Option has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by accepting exercising the Award Stock Option the Grantee Optionee shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such sharesShares, or has made other arrangements satisfactory to the Administrator with respect to such taxes. The Grantee Optionee also authorizes the Company and its subsidiaries to withhold such amounts from any amounts otherwise owed to the GranteeOptionee, but nothing in this sentence shall be construed as relieving the Grantee Optionee of any liability for satisfying his or her obligations under the preceding provisions of this Section.

Certain Tax Matters. (a) The Grantee Optionee expressly acknowledges and agrees that the GranteeOptionee’s rights hereunder, including the right to be issued shares of Stock upon the vesting of the Restricted Stock Units Shares (or any portion thereof)) upon exercise, are subject to the GranteeOptionee’s promptly paying, or in respect of any later requirement of withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld, if any. No shares of Stock Shares will be required to be transferred pursuant to the vesting exercise of the Restricted Stock Units (or any portion thereof) Option unless and until the Grantee or person exercising the person then holding the Award Stock Option has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by accepting exercising the Award Stock Option the Grantee Optionee shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such sharesShares, or has made other arrangements satisfactory to the Administrator with respect to such taxes. The Grantee Optionee also authorizes the Company and its subsidiaries to withhold such amounts from any amounts otherwise owed to the GranteeOptionee, but nothing in this sentence shall be construed as relieving the Grantee Optionee of any liability for satisfying his or her obligations under the preceding provisions of this Section.

Certain Tax Matters. (a) The Grantee Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to the Award. The Participant expressly acknowledges and agrees that the GranteeParticipant’s rights hereunder, including the right to be issued shares of Stock Shares upon the vesting and settlement of the Restricted Stock Units Award (or any portion thereof), are subject to the GranteeParticipant’s promptly paying, or in respect of any later requirement of withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Administrator Committee in its discretion) all taxes required to be withheld, if any. No shares of Stock Shares will be required to be transferred pursuant to the vesting and settlement of the Restricted Stock Units Award (or any portion thereof) unless and until the Grantee Participant or the person then holding the Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by accepting the holding this Award the Grantee Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Administrator Committee with respect to such taxes. The Grantee Participant also authorizes the Company and its subsidiaries to withhold such amounts from any amounts otherwise owed to the GranteeParticipant, but nothing in this sentence shall be construed as relieving the Grantee Participant of any liability for satisfying his or her obligations under the preceding provisions of this SectionSection 5.

Certain Tax Matters. (a) The Grantee Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to the Award. The Participant expressly acknowledges and agrees that the GranteeParticipant’s rights hereunder, including the right to be issued shares of Stock Shares upon the vesting and settlement of the Restricted Stock Units Award (or any portion thereof), are subject to the GranteeParticipant’s promptly paying, or in respect of any later requirement of withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Administrator Committee in its discretion) all taxes required to be withheld, if any. No shares of Stock Shares will be required to be transferred pursuant to the vesting and settlement of the Restricted Stock Units Award (or any portion thereof) unless and until the Grantee Participant or the person then holding the Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by accepting the holding this Award the Grantee Participant shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Administrator Committee with respect to such taxes. The Grantee Participant also authorizes the Company and its subsidiaries to withhold such amounts from any amounts otherwise owed to the GranteeParticipant, but nothing in this sentence shall be construed as relieving the Grantee Participant of any liability for satisfying his or her obligations under the preceding provisions of this SectionSection 6.

Certain Tax Matters. (a) The Grantee Optionee expressly acknowledges and agrees that the GranteeOptionee’s rights hereunder, including the right to be issued shares of Stock upon the vesting of the Restricted Stock Units Shares (or any portion thereof)) upon exercise of the Stock Option, are subject to the GranteeOptionee’s promptly paying, or in respect of any later requirement of withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld, if any. No shares of Stock Shares will be required to be transferred pursuant to the vesting exercise of the Restricted Stock Units (or any portion thereof) Option unless and until the Grantee or person exercising the person then holding the Award Stock Option has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by accepting exercising the Award the Grantee Stock Option such person shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such sharesShares, or has made other arrangements satisfactory to the Administrator with respect to such taxes. The Grantee Optionee also authorizes the Company and its subsidiaries to withhold such amounts from any amounts otherwise owed to the GranteeOptionee, but nothing in this sentence shall be construed as relieving the Grantee Optionee (or any permitted transferee) of any liability for satisfying his or her obligations under the preceding provisions of this Section.

Certain Tax Matters. (a) The Grantee Optionee expressly acknowledges and agrees that the GranteeOptionee’s rights hereunder, including the right to be issued shares of Stock upon the vesting of the Restricted Stock Units (or any portion thereof)) upon exercise, are subject to the GranteeOptionee’s promptly paying, or in respect of any later requirement of withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld, if any. No shares of Stock will be required to be transferred pursuant to the vesting exercise of the Restricted Stock Units (or any portion thereof) this Option unless and until the Grantee or the person then holding the Award exercising this Option has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by accepting exercising this Option the Award the Grantee Optionee shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such sharesExercised Shares, or has made other arrangements satisfactory to the Administrator with respect to such taxes. The Grantee Optionee also authorizes the Company and its subsidiaries to withhold such amounts from any amounts otherwise owed to the GranteeOptionee, but nothing in this sentence shall be construed as relieving the Grantee Optionee of any liability for satisfying his or her obligations under the preceding provisions of this Section.