Withholding for Payment of Taxes. The Committee will have the right to determine the amount of any Federal, state or local required withholding tax, and may require that any such required withholding tax be satisfied by withholding shares of our common stock or other amounts which would otherwise be payable under this Plan. Changes in Capitalization and Similar Changes In the event of any corporate event or transaction (including a change in common stock or capitalization or our company), such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin off, or other distribution of stock or property or our company, a combination or exchange of our common stock, dividend in kind or other similar change in capital structure, number of outstanding shares of our common stock, distribution (other than normal cash dividends) to our shareholders or any similar corporate event or transaction, the aggregate number of shares of our common stock with respect to which awards may be made under the Plan, and the terms, types of shares and number of shares of any outstanding awards under the Plan will be equitably adjusted by the Committee in its discretion to preserve the benefit of the award for both you and us. Change in Control The Plan provides that, in the event of a change in control of our company (as defined in the Plan), all options will be fully exercisable as of the date of the change in control and will remain exercisable for a period of two years thereafter (not to exceed the original award term). The Committee may also take actions with respect to outstanding awards of SARS, performance shares, restricted stock units, restricted shares or other awards. Amendment and Termination of Plan Our Board of Directors has the power to amend, modify or terminate the Plan on a prospective basis, provided that the Board of Directors may condition any amendment to the Plan on shareholder approval if it deems shareholder approval to be necessary or appropriate.
Withholding for Payment of Taxes. The Company can deduct, from payments of any kind otherwise due to you, any applicable federal, state or local taxes that are required by law to be withheld (i) with respect to the vesting of or other lapse of restrictions applicable to an award, (ii) upon the issuance of any Shares upon the exercise of an option or SAR, or (iii) otherwise due in connection with an award. We will reasonably determine the amount necessary for you to satisfy such withholding obligation. The Company has the discretion to allow you, or require you, to pay the applicable taxes by the Company withholding a number of Shares issuable to you equal in value equal to the required withholding amount, or by you delivering to us Shares you already own in such amount. The Shares so delivered or withheld shall have an aggregate fair market value equal to such withholding obligations (up to maximum statutory rates). The fair market value of the Shares is determined as of the date that the withholding tax is to be determined. Only Shares not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements may be used to satisfy your withholding obligation.
Withholding for Payment of Taxes. Parent, the Company, the Surviving Company, or the Escrow Agent, or anyone acting on their behalf, shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to or in accordance with this Agreement and the Escrow Agreement to any Company Member or other payee unless Parent, the Surviving Company, the Escrow Agent or the Company has received from such Person an exemption from such withholding Tax in respect of each such payment to the payor’s reasonable satisfaction, such amounts as is required to be deducted and withheld with respect to the making of any such payment under any applicable Tax Law. To the extent that amounts are so withheld by Parent, Company, the Surviving Company or the Escrow Agent, or anyone acting on their behalf, and paid to the proper taxing authority pursuant to any applicable Tax Law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made by Parent, Company, the Surviving Company or the Escrow Agent, or anyone acting on their behalf, as applicable. Parent, the Company, the Surviving Company or the Escrow Agent, or anyone acting on their behalf, as the case may be, shall give written notice to each such Person of any such withholding except with respect to any compensatory payments, and shall further promptly provide any such Person any additional documentation required for such Person’s Tax filings, as may be reasonably be requested by such Person.
Withholding for Payment of Taxes. Parent and the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld by the Exchange Agent, Parent or the Surviving Corporation, as the case may be, and paid over to the proper Governmental Authority, such withheld and paid amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding were made by Parent or the Surviving Corporation, as the case may be. The Exchange Agent, Parent or the Surviving Corporation, as the case may be, shall give written notice to each such holder of any such withholding, and shall further promptly provide any such Person any additional documentation required for such Person’s Tax filings, as may be reasonably be requested by such Person.
Withholding for Payment of Taxes. The Committee will have the right to determine the amount of any Federal, state or local required withholding tax, and may require that any such required withholding tax be satisfied by withholding shares of our common stock or other amounts which would otherwise be payable under this Plan.
Withholding for Payment of Taxes. Parent or the Surviving Corporation shall be entitled to deduct and withhold from the Merger Consideration such amounts as Parent or the Surviving Corporation is required to deduct and withhold under any applicable Tax Law. To the extent that amounts are so withheld by Parent or the Surviving Corporation and paid to the proper Governmental Authority pursuant to any applicable Tax Law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made by Parent or the Surviving Corporation. Parent or the Surviving Corporation, as the case may be, shall (i) give written notice to each such Person of any such withholding, and (ii) promptly provide any such Person with any additional documentation required for such Person’s Tax filings that may be reasonably requested by such Person.
Withholding for Payment of Taxes. The Buyer shall be entitled to deduct and withhold from any payments made pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of any such payment under any applicable Tax Law. To the extent that amounts are so withheld, and paid to the proper taxing authority pursuant to any applicable Tax Law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such holder in respect of which such deduction and withholding was made.
Withholding for Payment of Taxes. (i) Parent the Surviving Corporation or the Escrow Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement, the Escrow Agreement or the Earn-Out Agreement, such amounts as Parent, the Surviving Corporation or the Escrow Agent is required to deduct and withhold under any applicable Tax Law. Before making any such deduction or withholding (other than any deduction or withholding with respect to payments described in Section 2.11 or the Company’s failure to deliver the FIRPTA Certificate in accordance with Section 6.8), Parent, the Surviving Corporation and the Escrow Agent shall provide any party on behalf of which such deduction or withholding is proposed to be made with twenty (20) days’ advance written notice of the intention to make such deduction or withholding, which notice shall include the authority, basis and method of calculation for the proposed deduction or withholding, and Parent, the Surviving Corporation and the Escrow Agent will cooperate with any reasonable request from such party to obtain reduction of or relief from such deduction or withholding. To the extent that amounts are so withheld by Parent, the Surviving Corporation or the Escrow Agent and paid to the proper Governmental Authority pursuant to any applicable Tax Law, such withheld amounts shall be treated for all purposes of this Agreement, the Escrow Agreement and the Earn‑Out Agreement as having been paid to such Person in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Escrow Agent.
Withholding for Payment of Taxes. Parent or either Merger Sub or anyone acting on their behalf shall be entitled to deduct and withhold from the payment of any Merger Consideration or Contingency Merger Consideration otherwise payable pursuant to this Agreement to any Person such amounts as are required to be deducted and withheld with respect to the making of any such payment under any applicable Tax law, unless Parent, either Merger Sub or the Person acting on their behalf has received from the recipient of such payment satisfactory documentation establishing an exemption from such withholding Tax. To the extent that amounts are so withheld and paid to the proper Governmental Authority pursuant to any applicable Tax law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made.
Withholding for Payment of Taxes. Parent, the Surviving Corporation, the Securityholder Representative or the Escrow Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Parent, the Surviving Corporation, the Escrow Agent or the Securityholder Representative is required to deduct and withhold under any applicable Laws. To the extent that amounts are so withheld by Parent, the Surviving Corporation, the Escrow Agent or the Securityholder Representative and paid to the proper Governmental Body pursuant to any applicable Tax Law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made by Parent, the Surviving Corporation, the Escrow Agent or the Securityholder Representative, and Parent, the Surviving Corporation, the Escrow Agent or the Securityholder Representative, as the case may be, shall (a) give written notice to each such Person of any such withholding, and (b) promptly provide any such Person with any additional documentation required for such Person’s Tax filings that may be reasonably requested by such Person.
