Required Withholdings. Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from the Merger Consideration such amounts, if any, as may be required to be deducted or withheld therefrom under the Code or any other 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 delivered or otherwise paid to the Person to whom such amounts would otherwise have been delivered or otherwise paid pursuant to the Merger and this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Synageva Biopharma Corp.), Agreement and Plan of Merger (Stemcells Inc), Agreement and Plan of Merger (Trimeris Inc)
Required Withholdings. Each of the Exchange Paying Agent, Parent and the Surviving Corporation Entity shall be entitled to deduct and withhold from the Merger Consideration and the Designated Consideration such amounts, if any, as may be required to be deducted or withheld therefrom under the Code or under any other 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 delivered or otherwise paid to the Person to whom such amounts would otherwise have been delivered or otherwise paid pursuant to the Merger and this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (America Service Group Inc /De)
