Common use of Withholding Rights Clause in Contracts

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares 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 Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 2 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 3 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each Notwithstanding anything else contained herein to the contrary, each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 1 and Article 2 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 Tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Person in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any person pursuant to this Agreement to any holder of Shares Article 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation Corporation, Parent and Parent the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares 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 lawLaw. To the extent that amounts are so withheld by the Surviving Corporation Corporation, Parent or Parentthe Exchange Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation Corporation, Parent or Parentthe Exchange Agent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 2 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 federal, state, local or foreign tax lawLaw. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of Parent and the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares shares of Company Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of other applicable state, local or foreign tax lawTax Law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts (i) shall be remitted by Parent or the Surviving Corporation, as the case may be, to the applicable Governmental Entity, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 2 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article III 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Shares 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 lawLaw. To the extent that amounts are so deducted or withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article I 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 federal, state, local or foreign tax Tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Common Stock or the holder of an Option, as the case may be, in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares shares of Company Common Stock 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 Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 2 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 2 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of Parent and the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares shares of Company Common Stock 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 Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 2 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 statenational, federal, state or local or foreign tax Tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Shares or Company Stock Options 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 lawLaw. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Shares or Company Stock Options in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it is required to deduct and withhold with respect to the making of such payment under the CodeCode and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares Certificates 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 Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Certificates in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article III, 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be timely remitted to the applicable Taxing Authority and shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Company, the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any person pursuant to this Agreement to any holder of Shares Article 1 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by the Company, the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Company, the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of Parent and the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares Company Common Stock or Company Preferred Stock 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 Tax law. To the extent that amounts are so withheld by Parent or the Surviving Corporation or ParentCorporation, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the such holder of the Shares in respect of which such deduction and withholding was made by Parent or the Surviving Corporation or ParentCorporation, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent (and their agents, if applicable) shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares shares of Company Stock 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 Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Stock in respect of which such deduction and withholding was were made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 3 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold withhold, or cause the Disbursing Agent to deduct and withhold, from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 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 federal, state, local or foreign tax lawLaw. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any person pursuant to this Agreement to any holder of Shares Article 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Common Stock or options or other rights in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each Notwithstanding anything else contained herein to the contrary, each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article I and Article II 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 lawTax Law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Person in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent ------------------ Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares person 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 Surviving Corporation or ParentPurchaser, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares a person in respect of which such deduction and withholding was made by the Surviving Corporation or ParentPurchaser, as the case may be.

Withholding Rights. Each of Parent and the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares Company Common Stock 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 Tax law. To the extent that amounts are so withheld by Parent or the Surviving Corporation or ParentCorporation, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the such holder of the Shares in respect of which such deduction and withholding was made by Parent or the Surviving Corporation or ParentCorporation, as the case may be.

Withholding Rights. Each of Notwithstanding anything to the contrary herein, Parent, the Company, the Surviving Corporation and Parent any of their respective Affiliates or agents shall be entitled to deduct and withhold from the consideration any amounts otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it is are required to deduct and withhold with respect be deducted or withheld under the Code or any other Tax Applicable Law. Any amounts so deducted or withheld shall, to the making of such payment under extent paid over to the Codeappropriate Taxing Authority, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Person in respect of which such deduction and or withholding was made by the Surviving Corporation or Parent, as the case may bemade.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold withhold, or cause the Disbursing Agent to deduct and withhold, from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 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 federal, state, local or foreign tax lawTax Law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the The Surviving Corporation and Corporation, Parent or Sub shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Shares or Options such amounts (each a "Withholding Amount") as it the Surviving Corporation, Parent or Sub is required to deduct and withhold with respect to the making of such payment under the CodeCode (as hereinafter defined), or any provision of state, local or foreign tax law, including, without limitation, withholdings required in connection with payments with respect to Company Stock Options held by employees of the Company. To the extent that amounts are so withheld by the Surviving Corporation Corporation, Parent or Parent, as the case may beSub, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may bemade.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares 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 lawTax Law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold withhold, or cause the Disbursing Agent to deduct and withhold, from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article III 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 federal, state, local or foreign tax lawTax Law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable deliverable to any Person pursuant to this Agreement to any holder of Shares Article 3 such amounts amount as it is required to deduct and withhold with respect to the making of such payment delivery under the Code, or any provision of federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may beParent made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares Company Common Stock 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 lawTax Law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 1 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of To the extent the Surviving Corporation and or Parent shall be is required or entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it is required to deduct and withhold shares of Company Common Stock with respect to the making of such payment under the Code, Code or any provision of stateany other Tax Law, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent Acquiror shall be entitled to deduct and withhold from the consideration otherwise payable to any person pursuant to this Agreement to any holder of Shares Article 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or ParentAcquiror, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or ParentAcquiror, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration Merger Consideration otherwise payable pursuant to this Agreement to any holder of Shares 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 stateUnited States federal, local state or foreign tax local, or any foreign, Tax law. To the extent that amounts are so withheld and paid over to or deposited with the relevant Governmental Authority by Parent or the Surviving Corporation or ParentCorporation, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable holder of the Shares in respect of which Parent made such deduction and withholding was made by the Surviving Corporation or Parent, as the case may bewithholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 2 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 federal, state, local or foreign tax lawTax Law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it is required to deduct and withhold with respect to the making of such payment under the CodeCode and the Treasury Regulations, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of Parent and the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares 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 other applicable state, local or foreign tax Tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts (i) shall be remitted by Parent or the Surviving Corporation, as applicable, to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares Certificates such amounts as it is they are required to deduct and withhold with respect to the making of such payment under the Code, or any applicable provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Certificates in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 2 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 federal, state, local or foreign tax Tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Shares, options or warrants, as the case may be, in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to Article 2 any holder of Shares such amounts as that it is required to deduct and withhold with respect to the making of such that payment under the Code, or any provision of federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, such withheld so withholds amounts, those amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made that deduction and withholding.

Withholding Rights. Each of the The Surviving Corporation and Parent or the Parent, as the case may be, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares Person 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 Surviving Corporation or Parent, as the case may be, such amounts withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares such Person in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, Parent as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares 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 Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares or Company Stock Options, 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 Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or Company Stock Options in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration Merger Consideration otherwise payable pursuant to this Agreement to any holder of Shares of such amounts as it is required to deduct and withhold with respect to the making of such payment under the CodeCode and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax lawother Law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of to which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration Merger Consideration otherwise payable pursuant to this Agreement to any holder of Shares 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 lawLaw. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder holders of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may bededuction.

Withholding Rights. Each of Parent and the Surviving Corporation and Parent shall be entitled to deduct and withhold withhold, or cause to be deducted or withheld, from the consideration otherwise payable any payment made pursuant to this Agreement to any holder of Shares Article II, such amounts as it is are required to deduct be deducted and withhold withheld with respect to the making of such payment under the Code, or any provision of applicable state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may bededucted and withheld, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares such holders in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may bemade.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person (as defined in Section 10.16) pursuant to this Agreement to any holder of Shares Article I 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 federal, state, local local, or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares Company Common Stock such amounts as it determines 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 Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder holders of the Shares Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of Parent and the Surviving Corporation and Parent shall shall, to the fullest extent permitted by applicable Laws, be entitled to deduct and withhold from the consideration otherwise Per Share Merger Consideration payable pursuant to this Agreement to any holder of Shares Person such amounts as it is required to deduct and withhold with respect to the making of from such payment under any applicable Laws. If the CodePayment Agent, Parent or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or ParentCorporation, as the case may be, deducts or withholds any such withheld amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Person in respect of which such deduction and withholding was made by whom the Payment Agent, Parent or the Surviving Corporation or ParentCorporation, as the case may bemaybe, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares shares of Company Common Stock 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 Surviving Corporation or Parent, as the case may be, such withheld amounts shall will be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration Share Consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it is required to deduct and withhold with respect to the making of such payment under the CodeCode and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax lawapplicable Law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of to which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration Merger Consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it is required to deduct and withhold with respect to the making of such payment under the CodeCode and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax lawa Law relating to Taxes. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of to which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration Merger Consideration otherwise payable to any person pursuant to this Agreement to any holder of Shares Article 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article IV 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 lawany Law relating to Taxes. To the extent that amounts are so deducted or withheld by the Surviving Corporation or Parent, as the case may be, and paid over to the applicable governmental entity, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Shareholders in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares Company Common Stock and to HSW 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 Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Company Common Stock or to HSW in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares 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 lawLaw. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares Company Common Stock 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 Surviving Corporation or the Parent, as the case may be, such withheld amounts shall be treated for all purposes of this the Agreement as having been paid to the holder of the Shares shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation Company and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares 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 Surviving Corporation Company or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares person in respect of which such deduction and withholding was made by the Surviving Corporation Company or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration Merger Consideration (and any dividends or distributions thereon) otherwise payable pursuant to this Agreement hereunder to any holder of Shares Person 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 federal, state, local or foreign income tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may beParent so withholds those amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Common Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares shares of Company Common Stock 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 lawLaw. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares shares of Company Common Stock 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 Tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration Merger Consideration (and any dividends or distributions thereon) otherwise payable pursuant to this Agreement hereunder to any holder of Shares Person 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 federal, state, local or foreign income tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may beParent so withholds those amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any person pursuant to this Agreement to any holder of Shares Article 1 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and ------------------ Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any person pursuant to this Agreement to any holder of Shares Article 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 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 federal, state, or local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 2 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 any Tax law. To the extent that amounts are so withheld are paid over to or deposited with the relevant Taxing Authority by or on behalf of Parent or the Surviving Corporation or ParentCorporation, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Person in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares each Shareholder 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 lawTax (as defined in Section 3.15(c)) Law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares each Shareholder in respect of which such deduction and withholding was were made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Parent and the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares ARTICLE II such amounts as it is may be required to deduct be deducted and withhold withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign tax lawTax Laws. To the extent that amounts are so deducted and withheld by the Parent or the Surviving Corporation or ParentCorporation, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Person in respect of which such deduction and withholding was made by the Parent or the Surviving Corporation or ParentCorporation, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any person pursuant to this Agreement to any holder of Shares Article I 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Honeywell Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Parent and the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares shares of Company Stock such amounts as it reasonably determines that it is required to deduct and withhold with respect to the making of such payment under the Code, or any other applicable provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Stock in respect of which such deduction and withholding was made by the Surviving Corporation or the Parent, as the case may be.

Withholding Rights. Each of Parent and the Surviving Corporation and Parent Company shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Outstanding Shares such amounts as it Parent or the Surviving Company, as the case may be, is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of federal, state, local or foreign tax law. To the extent that amounts are so deducted and withheld by Parent or the Surviving Corporation or ParentCompany, as the case may be, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Outstanding Shares in respect of which such deduction and withholding was made by Parent or the Surviving Corporation or Parent, as the case may beCompany.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration Merger Consideration otherwise payable pursuant to this Agreement to any holder of Shares or shares of Preferred Stock of such amounts as it is required to deduct and withhold with respect to the making of such payment under the CodeCode and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax lawa Tax Law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of to which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares such Article 2 those amounts as that it is required to deduct and withhold with respect to the making of such that payment under the Code, or any provision of federal, state, local or foreign tax lawlaw including the tax laws of the United Kingdom. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, such withheld so withholds amounts, those amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made that deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares Person such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, Code or any provision of state, local or foreign tax law. To the extent that amounts are so withheld and timely remitted to the appropriate Governmental Authority by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Person in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be. The Surviving Corporation, Parent and any holder of Company Capital Stock, as applicable, shall reasonably cooperate to reduce or seek an exemption from any withholding, including by timely providing IRS Form W-9.

Withholding Rights. Each of Shareholder Representative and the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article II such amounts as it is may be required to deduct be deducted and withhold withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign tax lawTax Law. To the extent that amounts are so deducted and withheld by Shareholder Representative or the Surviving Corporation or ParentCorporation, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Person in respect of which such deduction and withholding was made by Shareholder Representative or the Surviving Corporation or ParentCorporation, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration consideration, otherwise payable pursuant to this Agreement to any holder of Shares Person, such amounts as it is required to deduct and withhold with respect to the making of such payment under the CodeCode (as hereinafter defined), or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares a Person in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration Merger Consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it is required to deduct and withhold with respect to the making of such payment under the CodeCode and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax lawa Tax Law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of to which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and ------------------ Parent shall be entitled to deduct and withhold from the consideration otherwise payable deliverable to any Person pursuant to this Agreement to any holder of Shares Article 3 such amounts amount as it is --------- required to deduct and withhold with respect to the making of such payment delivery under the Code, or any provision of federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may beParent made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration Share Consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it is required to deduct and withhold with respect to the making of such payment under the CodeCode and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax lawa Tax Law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of to which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares person 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 Surviving Corporation or ParentPurchaser, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares a person in respect of which such deduction and withholding was made by the Surviving Corporation or ParentPurchaser, as the case may be.

Withholding Rights. Each of The Parent, the Surviving Corporation and Parent the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it is are required to deduct be deducted and withhold withheld by any of them with respect to the making of such payment under the Code, Code or any provision of state, local or foreign tax other applicable law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority by the Parent, the Surviving Corporation or Parent, as the case may bePaying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Common Stock in respect of which such deduction and withholding was made by the Parent, the Surviving Corporation or Parent, as the case may bePaying Agent.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it is required to deduct and withhold with respect to the making of such payment under the CodeCode and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts amount shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 2 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 If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration any amounts otherwise payable pursuant to this Agreement to any holder of Shares a Certificate such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, Code or any provision other provisions of state, local or foreign tax applicable law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares a Certificate in respect of to which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 1 such amounts as it is required to deduct and withhold with respect to the making 9 15 of such payment under the Code, or any provision of federal, state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares Company Capital Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares person in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article III such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any applicable provision of state, local or foreign tax Tax law. To the extent that amounts are so deducted or withheld by the Surviving Corporation or Parent, as the case may be, and paid over to the applicable Governmental Entity, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Common Shares or other Person in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement to any holder of Shares Article 2 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so deducts and withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares shares of Company Stock in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.

Withholding Rights. Each of the The Surviving Corporation and or Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it the Surviving Corporation or Parent is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, U.S. state or local or foreign tax lawTax Law. To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares party otherwise entitled to receive such payment in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

Withholding Rights. Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any person pursuant to this Agreement to any holder of Shares Article 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 federal, state, local or foreign tax law. To the extent that amounts are so withheld by If the Surviving Corporation or Parent, as the case may be, so withholds amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be, made such deduction and withholding.