Common use of Required Withholding Clause in Contracts

Required Withholding. Each of the Payment Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock such amounts as they reasonably determine are required to be deducted or withheld therefrom under United States federal or state, local or foreign Law. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock such amounts as they reasonably determine are may be required to be deducted or withheld therefrom under United States U.S. federal or state, local or foreign Lawnon-U.S. law. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Merger Sub, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock such amounts as they reasonably determine are may be required to be deducted or withheld therefrom under United States U.S. federal or state, local or foreign Lawnon-U.S. law. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent and Parent, the Surviving Corporation and their Affiliates shall be entitled to deduct and withhold from any cash amounts payable to any Person pursuant to this Agreement to any holder or former holder of shares of Company Common Stock such amounts as they reasonably determine are required to be deducted or withheld therefrom under United States federal or state, local or foreign Lawapplicable Laws. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock such amounts as they reasonably determine are may be required to be deducted or withheld therefrom under United States U.S. federal or state, local or foreign non-U.S. Law. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock such amounts as they reasonably determine are may be required to be deducted or withheld therefrom under United States U.S. federal or state, local or foreign Lawnon-U.S. law. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent and Parent, the Company, the Surviving Corporation shall and any other withholding agent will be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock Agreement, such amounts as they reasonably determine are required to be deducted or withheld therefrom under United States federal or state, local or foreign Lawpursuant to any Tax laws. To the extent that such amounts are so deducted or withheldwithheld and paid over to the appropriate Governmental Authority, such amounts shall will be treated for all purposes under of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock Shares and Company Options such amounts as they reasonably determine are required to be deducted or withheld therefrom under United States federal or state, local or foreign Lawapplicable Tax Laws. To the extent that such amounts are so deducted or withhelddeducted, withheld and remitted to the applicable Governmental Authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any holder or former holder of shares of Company Common Shares, Company Options and Company Restricted Stock Units such amounts as they reasonably determine are required to be deducted or withheld therefrom under United States federal or state, local or foreign Lawapplicable Tax Laws. To the extent that such amounts are so deducted or withhelddeducted, withheld and remitted to the applicable Governmental Authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent Parent, Sub and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to to, or in respect of, any holder or former holder of shares of Company Common Stock Person such amounts as they reasonably determine are may be required to be deducted or withheld therefrom under United States federal or state, local or foreign LawTax Laws. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock such amounts as they reasonably determine are may be required to be deducted or withheld therefrom under United States U.S. federal or state, local or foreign Lawlaw. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent Parent, the Company and the Surviving Corporation shall will be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock such amounts as they reasonably determine are required to be deducted or withheld therefrom under United States federal or state, local or foreign Lawpursuant to any Tax laws. To the extent that such any amounts are so deducted or withheldwithheld and paid over to the appropriate Governmental Authority, such amounts shall will be treated for all purposes under of this Agreement as having been paid to the Person with respect to whom such amounts would otherwise have been paiddeduction or withholding was made.

Required Withholding. Each of the Payment Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock such amounts as they it reasonably determine are determines may be required to be deducted or withheld therefrom under United States federal or state, local or foreign Applicable Law. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent Parent, the Company and the Surviving Corporation shall will be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock such amounts as they reasonably determine are required to be deducted or withheld therefrom under United States federal or state, local or foreign Lawpursuant to any Tax laws. To the extent that such amounts are so deducted or withheldwithheld and paid over to the appropriate Governmental Authority, such amounts shall will be treated for all purposes under of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent and the -------------------- Surviving Corporation shall be entitled to deduct and withhold from any cash amounts consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock such amounts as they reasonably determine are may be required to be deducted or withheld therefrom under United States U.S. federal or state, local or foreign Lawlaw. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person person to whom such amounts would otherwise have been paid.

Required Withholding. Each of the Payment Agent, Parent Parent, the Company and the Surviving Corporation shall will be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any holder or former holder of shares of Company Common Stock such amounts as they reasonably determine are required to be deducted or withheld therefrom under United States federal or state, local or foreign Lawpursuant to any Tax laws. To the extent that such amounts are so deducted or withheldwithheld and paid over to the appropriate Governmental Authority, such amounts shall will be treated for all purposes under of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.