Common use of Withholding; Certification of Non-Foreign Status Clause in Contracts

Withholding; Certification of Non-Foreign Status. (a) If PubCo or the Company shall be required to withhold any amounts by reason of any U.S. federal, state, local or foreign tax rules or regulations in respect of any Redemption or Direct Exchange, PubCo or the Company, as the case may be, shall be entitled to take such action as it deems appropriate to ensure compliance with such withholding requirements, including, at its option, withholding shares of Class M Common Stock or Class A Common Stock with a fair market value equal to the minimum amount of any taxes that PubCo or the Company, as the case may be, may be required to withhold with respect to such Redemption or Direct Exchange. To the extent that amounts are (or property is) so withheld and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the Member.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Bitcoin Depot Inc.), Limited Liability Company Agreement (GSR II Meteora Acquisition Corp.), Limited Liability Company Agreement (GSR II Meteora Acquisition Corp.)

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Withholding; Certification of Non-Foreign Status. (a) If PubCo or the Company shall be required to withhold any amounts by reason of any U.S. federal, state, local or non-U.S. foreign tax rules or regulations in respect of any Redemption or Direct Exchange, PubCo or the Company, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements, including, at its option, withholding shares of Class M A Common Stock or Class A B Common Stock Stock, as applicable, with a fair market value equal to the minimum amount of any taxes that PubCo or the Company, as the case may be, may be required to withhold with respect to such Redemption or Direct Exchange. To the extent that amounts are (or property is) so withheld and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the Memberapplicable Holder.

Appears in 3 contracts

Samples: Exchange Agreement (Clear Secure, Inc.), Exchange Agreement (Clear Secure, Inc.), Exchange Agreement (Clear Secure, Inc.)

Withholding; Certification of Non-Foreign Status. (a) If PubCo Pubco or the Company shall be required to withhold any amounts by reason of any U.S. federal, state, local or non-U.S. foreign tax rules or regulations in respect of any Redemption or Direct Exchange, PubCo Pubco or the Company, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements, including, at its option, withholding shares of Class M Common Stock or Class A Common Stock Stock, as applicable, with a fair market value equal to the minimum amount of any taxes that PubCo Pubco or the Company, as the case may be, may be required to withhold with respect to such Redemption or Direct Exchange. To the extent that amounts are (or property is) so withheld and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the Memberapplicable Holder.

Appears in 1 contract

Samples: Exchange Agreement (European Wax Center, Inc.)

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Withholding; Certification of Non-Foreign Status. (a) i. If PubCo Pubco or the Company shall be required to withhold any amounts by reason of any U.S. federal, state, local or non-U.S. foreign tax rules or regulations in respect of any Redemption or Direct Exchange, PubCo Pubco or the Company, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements, including, at its option, withholding shares of Class M Common Stock or Class A Common Stock Stock, as applicable, with a fair market value equal to the minimum amount of any taxes that PubCo Pubco or the Company, as the case may be, may be required to withhold with respect to such Redemption or Direct Exchange. To the extent that amounts are (or property is) so withheld and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the Memberapplicable Holder.

Appears in 1 contract

Samples: Exchange Agreement (European Wax Center, Inc.)

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