Common use of Required Withholding Clause in Contracts

Required Withholding. Each of the Paying Agent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended (the “Code”) or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement (as defined in Section 2.2(c)). To the extent 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 Paying Agent Exchange Agent, Parent and the Surviving Corporation (or any successor thereto) shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock or Company Options such amounts as may be required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended (the “Code”) or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement (as defined in Section 2.2(c))Applicable Law. To the extent 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 Paying Exchange Agent and the Surviving Corporation Company shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock Units such amounts as may be are required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended (the “Code”) or under any provision of state, local or foreign tax Tax law or under any other applicable Legal Requirement (as defined in Section 2.2(c))Requirement. To the extent such amounts are so deducted or withheld, the amount of such amounts consideration shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts consideration would otherwise have been paid.

Required Withholding. Each of the Paying Exchange Agent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock Stock, Company Warrants or Company Options such amounts as may be required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended (the “Code”) or under any provision of state, local or foreign tax Tax law or under any other applicable Legal Requirement (as defined in Section 2.2(c))Requirement. To the extent such amounts are so deducted or withheld, the amount of such amounts consideration shall be treated for all purposes under this Agreement as having been paid to the person Person to whom such amounts consideration would otherwise have been paid.

Required Withholding. Each of the Paying Exchange Agent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock or Company Options such amounts as may be required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended (the “Code”) or under any provision of state, local or foreign tax Tax law or under any other applicable Legal Requirement (as defined in Section 2.2(c))Requirement. To the extent such amounts are so deducted or withheld, the amount of such amounts consideration shall be treated for all purposes under this Agreement as having been paid to the person Person to whom such amounts consideration would otherwise have been paid.

Required Withholding. Each of the Paying Exchange Agent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock Stock, Company Options or otherwise, such amounts as may be required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended (the “Code”) or under any provision of state, local or foreign tax law Tax Law or under any other applicable Legal Requirement (as defined in Section 2.2(c))Law. To the extent such amounts are so deducted or withheld, the amount of such amounts consideration shall be treated for all purposes under this Agreement as having been paid to the person Person to whom such amounts consideration would otherwise have been paid.

Required Withholding. Each of the Paying Agent Exchange Agent, the Company, the Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended (the “"Code”) "), or under any provision of state, local or foreign tax Tax law or under any other applicable Legal Requirement (as defined in Section 2.2(c))law. To the extent such amounts are so deducted or withheld, the amount of such amounts consideration shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts consideration would otherwise have been paid.

Required Withholding. Each of the Paying Exchange Agent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock or Company Options such amounts as may be are required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended (the “"Code”") or under any provision of state, local or foreign tax Tax law or under any other applicable Legal Requirement (as defined in Section 2.2(c))Requirement. To the extent such amounts are so deducted or withheld, the amount of such amounts consideration shall be timely deposited with the appropriate taxing authority and shall be treated for all purposes under this Agreement as having been paid to the person Person to whom such amounts consideration would otherwise have been paid.

Required Withholding. Each of the Paying Agent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended (the “Code”) or under any provision of state, local or foreign tax Tax law or under any other applicable Legal Requirement (as defined in Section 2.2(c))Requirement. To the extent such amounts are so deducted or withheld, the amount of such amounts consideration shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts consideration would otherwise have been paid.

Required Withholding. Each of the Paying Exchange Agent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended (the “Code”) ), or under any provision of state, local or foreign tax Tax law or under any other applicable Legal Requirement (as defined in Section 2.2(c))Requirement. To the extent such amounts are so deducted or withheld, the amount of such amounts consideration shall be treated for all purposes under this Agreement as having been paid to the person Person to whom such amounts consideration would otherwise have been paid.

Required Withholding. Each of the Paying Agent Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock or Company Options such amounts as may be required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended (the “Code”) or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement Tax (as defined in Section 2.2(c))below) law. To the extent such amounts are so deducted or withheld, the amount of such amounts consideration shall be treated for all purposes under this Agreement as having been paid to the person Person to whom such amounts consideration would otherwise have been paid.

Required Withholding. Each of the Paying Agent Agent, the Escrow Agent, Parent, and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock Securityholders such amounts as may be required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended amended, and any Treasury Regulations issued thereunder (the “Code”) ), or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement (as defined in Section 2.2(c))Tax law. To the extent such amounts are so deducted or withheld, the amount of such amounts consideration shall be treated for all purposes under this Agreement as having been paid to the person Person to whom such amounts consideration would otherwise have been paid.

Required Withholding. Each of the Paying Payment Agent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended amended, (the “Code”) or under any provision of state, local or foreign tax Tax law or under any other applicable Legal Requirement (as defined in Section 2.2(c))Requirement. To the extent such amounts are so deducted or withheld, the amount of such amounts consideration shall be treated for all purposes under this Agreement as having been paid to the person Person to whom such amounts consideration would otherwise have been paid.

Required Withholding. Each of Parent, the Paying Exchange Agent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended amended, and the rules and regulations thereunder (the “Code”) ), or under any provision of state, local or foreign tax Tax law or under any other applicable Legal Requirement (as defined in Section 2.2(c))Requirements. To the extent such amounts are so deducted or withheld, the amount of such amounts consideration shall be treated for all purposes under this Agreement as having been paid to the person Person to whom such amounts consideration would otherwise have been paid.

Required Withholding. Each of the Paying Exchange Agent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock Stock, Company Options or Company Warrants such amounts as may be are required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended (the “Code”) or under any provision of state, local or foreign tax Tax law or under any other applicable Legal Requirement (as defined in Section 2.2(c))Requirement. To the extent such amounts are so deducted or withheld, the amount of such amounts consideration shall be treated for all purposes under this Agreement as having been paid to the person Person to whom such amounts consideration would otherwise have been paid.

Required Withholding. Each Any of the Paying Agent and Exchange Agent, Parent or the Surviving Corporation Corporation, as the case may be, shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended (the “"Code”") or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement (as defined in Section 2.2(c))legal requirement. To the extent 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 Paying Agent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended (the “Code”"CODE") or under any provision of state, local or foreign tax Tax law or under any other applicable Legal Requirement (as defined in Section 2.2(c))Requirement. To the extent such amounts are so deducted or withheld, the amount of such amounts consideration shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts consideration would otherwise have been paid.

Required Withholding. Each of the Paying Exchange Agent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock Stock, Company Warrants or Company Options such amounts as may be required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended (the “Code”"CODE") or under any provision of state, local or foreign tax Tax law or under any other applicable Legal Requirement (as defined in Section 2.2(c))Requirement. To the extent such amounts are so deducted or withheld, the amount of such amounts consideration shall be treated for all purposes under this Agreement as having been paid to the person Person to whom such amounts consideration would otherwise have been paid.