Common use of Withholding Rights Clause in Contracts

Withholding Rights. 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 other applicable state, local or foreign Tax law. To the extent that amounts are so withheld by Parent, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares in respect of which such deduction and withholding was made by Parent.

Withholding Rights. 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 Code, or any other applicable provision of state, local or foreign Tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant Governmental Entity by or on behalf of Parent, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares Person in respect of which such deduction and withholding was made by or on behalf of Parent.

Withholding Rights. 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 Parent 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 tax law. To the extent that amounts are so withheld by Parent, such withheld amounts (i) shall be remitted by Parent 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 Company Common Shares in respect of which such deduction and withholding was made by Parent.

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

Withholding Rights. The 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 other applicable state, local or foreign provision of Tax lawLaw. To the extent that amounts are so deducted and withheld by the Parent, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares Person in respect of which whom the Parent made such deduction and withholding was made by Parentwithholding.

Withholding Rights. 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 Code, or any other applicable provision of state, local or foreign Tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant Taxing Authority by or on behalf of Parent, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares Person in respect of which such deduction and withholding was made by or on behalf of Parent.

Withholding Rights. Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as it Parent 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 other applicable provision of state, local or foreign Tax tax law. To the extent that amounts are so withheld by Parent, such withheld amounts (i) shall be remitted by Parent 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 Company Common Shares in respect of which such deduction and withholding was made by Parent.

Withholding Rights. 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 Code, or any other applicable provision of state, local or foreign Tax tax law. To the extent that amounts are so withheld by Parent, such withheld amounts (i) shall be remitted by Parent 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 Company Shares in respect of which such deduction and withholding was made by Parentmade.

Withholding Rights. Parent and Purchaser shall be entitled to deduct and withhold withhold, or cause to be deducted or withheld, from the consideration otherwise payable pursuant to this Agreement to any holder of Shares Shares, Stock Options or Certificates such amounts as it is are required to deduct be deducted and withhold withheld with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or any other provision of applicable state, local or foreign Tax law. To the extent that amounts are so withheld by Parentdeducted and withheld, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares in respect of which such deduction and withholding was made by Parent.such

Withholding Rights. Parent shall be entitled to deduct and withhold withhold, or cause to be deducted or withheld, from the consideration otherwise payable pursuant to this Agreement to any holder of Shares or Company Stock Options 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 Code, or any other provision of applicable state, local or foreign Tax lawLaw. To the extent that amounts are so withheld by Parentdeducted and withheld, such deducted and withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares such holders in respect of which such deduction and withholding was made by Parentmade.

Withholding Rights. 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 Parent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder (the “Code”), or any other applicable provision of state, local or foreign Tax lawtax Law. To the extent that amounts are so withheld by Parent, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares the Company Common Stock in respect of which such deduction and withholding was made by Parent.

Withholding Rights. Notwithstanding anything to the contrary contained herein, 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 amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any other applicable state, local or foreign provision of Tax law. To the extent that amounts are If Parent so withheld by Parentwithholds amounts, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares Person in respect of which Parent made such deduction and withholding was made by Parentwithholding.

Withholding Rights. Parent shall be entitled to deduct and withhold withhold, or cause to be deducted or withheld, 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 Code, or any other applicable provision of state, local or foreign Tax tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity by Parent, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares Person in respect of which such deduction and withholding was made by Parent.

Withholding Rights. Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as it Parent 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 other applicable provision of state, local or foreign Tax tax law. To the extent that amounts are so withheld by Parent, such withheld amounts (i) shall be remitted by Parent 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 Company Common Shares in respect of which such deduction and withholding was made by Parent.

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

Withholding Rights. 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 Parent 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 other applicable provision of state, local or foreign Tax tax law. To the extent that amounts are so withheld by Parent, such withheld amounts (i) shall be remitted by Parent 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 were made by Parent.. (F)

Withholding Rights. 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 other applicable state, local or foreign Tax lawLaw. To the extent that amounts are so withheld by Parent, such withheld amounts amount shall be (i) shall be remitted by Parent paid to the applicable Governmental Authority, appropriate Taxing Authorities 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 Parent.

Withholding Rights. Parent shall be entitled to deduct and withhold withhold, or cause to be deducted or withheld, from the consideration otherwise payable pursuant to this Agreement to any holder of Shares Offer Securities or Options 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 Code, or any other provision of applicable state, local or foreign Tax law. To the extent that amounts are so withheld by Parentdeducted and withheld, such deducted and withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares such holders in respect of which such deduction and withholding was made by Parentmade.

Withholding Rights. 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 Parent 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 other applicable provision of state, local or foreign Tax tax law. To the extent that amounts are so withheld by Parent, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares the Company Common Stock in respect of which such deduction and withholding was made by Parent.

Withholding Rights. 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 Parent 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 tax law. To the extent that amounts are so withheld by Parent, such withheld amounts (i) shall be remitted by Parent 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 Company Common Shares in respect of which such deduction and withholding was made by Parent.

Withholding Rights. Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any holder of Common Shares pursuant to this Agreement to any holder of Shares such amounts as it is are required to deduct be deducted and withhold withheld with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any other applicable stateprovision of Federal, State, local or foreign Tax law. To the extent that amounts are so withheld by Parent, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares in respect of which such deduction and withholding was made by Parenttax Law.

Withholding Rights. Parent shall be entitled to deduct and withhold from the consideration any amounts otherwise payable pursuant to this Agreement to any holder of Shares the Stockholders such amounts as it Parent is required under the Code or any state, local or foreign tax law or regulation thereunder to deduct and withhold with respect to the making of such payment under the Code or any other applicable state, local or foreign Tax lawpayment. To the extent that Any amounts are so deducted and withheld by Parent, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares in respect of which such deduction and withholding was made Stockholders by Parent.

Withholding Rights. 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 Parent is required to deduct and withhold with respect to the making of such payment under the Code Code, or any other applicable provision of state, local or foreign Tax tax law. To the extent that amounts are so withheld by Parent, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares the shares of Company Stock in respect of which such deduction and withholding was made by Parent.

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

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

Withholding Rights. 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 other applicable state, local or foreign Tax lawLaw. To the extent that amounts are so withheld by ParentParent and paid to the appropriate Taxing Authorities, such withheld amounts (i) shall be remitted by Parent 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 Parent.

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

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

Withholding Rights. 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 Parent 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 other applicable provision of state, local ---- or foreign Tax tax law. To the extent that amounts are so withheld by Parent, such withheld amounts (i) shall be remitted by Parent 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 Parent.

Withholding Rights. Parent shall be entitled to deduct and withhold from the consideration applicable Merger Consideration otherwise payable pursuant to this Agreement to any holder of Shares Shareholder immediately prior to the Effective Time, such amounts as it Parent 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 local, or foreign Tax tax law. Any such withheld amounts shall be timely paid over to the appropriate Governmental Entity (as defined in Section 2.03). To the extent that amounts are so withheld by Parent, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares relevant Shareholder in respect of which such deduction and withholding was made by Parent.

Withholding Rights. Parent shall be entitled to deduct and withhold from ------------------ the consideration Merger Consideration otherwise payable pursuant to this Agreement to any holder of Shares Company Common Stock such amounts as it Parent is required to deduct and withhold with respect to the making of such payment under the Code Code, or any other applicable provision of state, local or foreign Tax tax law. To the extent that amounts are so withheld by Parent, such withheld amounts (i) shall be remitted by Parent 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 Parent.

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

Withholding Rights. Parent shall be entitled to deduct ------------------ and withhold withhold, or cause to be deducted or withheld, from the consideration otherwise payable pursuant to this Agreement to any holder of Shares Common Stock or Company Stock Options 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 Code, or any other provision of applicable state, local or foreign Tax law. To the extent that amounts are so withheld by Parentdeducted and withheld, such deducted and withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares such holders in respect of which such deduction and withholding was made by Parentmade.

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

Withholding Rights. Parent shall be entitled to deduct and ------------------ withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares Shareholder such amounts as it Parent is required to deduct and withhold with respect to the making of such payment under the Code Code, or any other applicable provision of state, local or foreign Tax lawtax Law. To the extent that amounts are properly so withheld by Parent, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares Shareholder in respect of which such deduction and withholding was made by Parent.

Withholding Rights. 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 Code, or any other applicable stateprovision of United States federal, local state or foreign Tax local, or any foreign, tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant Governmental Authority by Parent, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder applicable holders of Shares in respect of which Parent made such deduction and withholding was made by Parentwithholding.

Withholding Rights. Notwithstanding any provision contained herein to the contrary, Parent shall be entitled to deduct and withhold from the any consideration otherwise payable pursuant to under 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 other provision of applicable state, local or foreign Tax lawLaw and shall timely pay such withholding amount to the appropriate Governmental Authority. To If Parent so withholds amounts, to the extent that amounts are so withheld by Parent, such withheld amounts (i) shall be timely remitted by Parent to the applicable appropriate Governmental Authority, and (ii) such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Shares such Person in respect of which Parent made such deduction and withholding was made by Parentwithholding.

Withholding Rights. Parent shall be entitled to deduct and withhold from the consideration amounts otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it Parent 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 lawLaws. To the extent that amounts are so withheld and paid over to the appropriate Governmental Authority by Parentthe Surviving Corporation, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares Parent in respect of which such deduction and withholding was made by the Parent.

Withholding Rights. Parent shall be entitled to deduct and withhold from the consideration any amounts otherwise payable pursuant to this Agreement to any holder of Shares Equityholder such amounts as it Parent reasonably determines is required under the Code or any state, local or foreign tax law or regulation thereunder to deduct and withhold with respect to the making of such payment under the Code payment, and to collect any necessary tax forms or any other applicable state, local or foreign Tax lawnecessary information. To the extent that Any amounts are so withheld by Parent, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares Equityholder in respect of which such deduction and withholding was made by Parent.

Withholding Rights. Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares Agility Shareholder such amounts as it Parent is required to deduct and withhold with respect to the making of such payment under the Code Code, or any other applicable provision of state, local or foreign Tax lawtax Law. To the extent that amounts are so withheld by Parent, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares Agility Shareholder in respect of which such deduction and withholding was made by Parent.

Withholding Rights. Parent shall be entitled to deduct and withhold from the consideration applicable Conversion Payment otherwise payable pursuant to this Agreement to any holder of Shares Shareholder immediately prior to the Effective Time, such amounts as it Parent 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 local, or foreign Tax tax law. Any such withheld amounts shall be timely paid over to the appropriate Governmental Entity (as defined in Section 2.03). To the extent that amounts are so withheld by Parent, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares relevant Shareholder in respect of which such deduction and withholding was made by Parent.

Withholding Rights. Parent shall be entitled to deduct and withhold withhold, from the any consideration payable or otherwise payable pursuant to deliverable under this Agreement to any holder of Shares Agreement, such amounts as it is are required to deduct and withhold be withheld or deducted under the Code or any provision of state, local or foreign tax Law with respect to the making of such payment under the Code or any other applicable state, local or foreign Tax lawpayment. To the extent that amounts are so withheld by Parentor deducted, such withheld or deducted amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares in respect of which Person(s) to whom such deduction and withholding was made by Parentamounts would otherwise have been paid.

Withholding Rights. The 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 other applicable state, local or foreign provision of Tax lawLaw. To the extent that amounts are so deducted and withheld by the Parent, such withheld amounts (i) shall be remitted and actually paid by the Parent to the recipient thereof pursuant to such applicable Governmental AuthorityTax Law, and (ii) such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Shares Person in respect of which whom the Parent made such deduction and withholding was made by Parentwithholding.

Withholding Rights. Parent shall be entitled to deduct ------------------ and withhold withhold, or cause to be deducted or withheld, from the consideration otherwise payable pursuant to this Agreement to any holder of Shares Offer Securities or Options 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 Code, or any other provision of applicable state, local or foreign Tax law. To the extent that amounts are so withheld by Parentdeducted and withheld, such deducted and withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares such holders in respect of which such deduction and withholding was made by Parentmade.

Withholding Rights. Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any holder of Common Shares pursuant to this Agreement to any holder of Shares such amounts as it is are required to deduct be deducted and withhold withheld with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or any other applicable stateprovision of Federal, State, local or foreign Tax law. To the extent that amounts are so withheld by Parent, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares in respect of which such deduction and withholding was made by Parenttax Law.

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

Withholding Rights. 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 may be required to deduct be deducted and withhold withheld with respect to the making of such payment under the Code Code, or any other provision of applicable state, local or foreign Tax lawLaw. To the extent that amounts are so withheld by Parentdeducted and withheld, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares Person in respect of which such deduction and withholding was made by Parentmade.

Withholding Rights. 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 Parent 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 other applicable provision of state, local or foreign Tax tax law. To the extent that amounts are so withheld by Parent, such withheld amounts (i) shall be remitted by Parent 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 Parent.

Withholding Rights. 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 Parent is required to deduct and withhold with respect to the making of such payment under the Code Code, or any other applicable provision of state, local or foreign Tax lawtax Law. To the extent that amounts are so withheld by Parent, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares in respect of which such deduction and withholding was made by Parent.

Withholding Rights. The Parent shall be entitled to deduct and withhold from the consideration amounts otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it is the Parent may be required to deduct and withhold with respect to the making of such payment under the Code Code, or any other applicable provision of state, local or foreign Tax law. To the extent that amounts are so withheld by Parentdeducted and withheld, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall will be treated for all purposes of this Agreement as having been paid to the holder of Shares Person in respect of which such deduction and withholding was were made by the Parent.

Withholding Rights. Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as it Parent 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 other applicable provision of state, local or foreign Tax tax law. To the extent that amounts are so withheld by Parent, such withheld amounts (i) shall be remitted by Parent 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 Company Common Shares in respect of which such deduction and withholding was made by Parent.

Withholding Rights. 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 Parent 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 Parent, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares in respect of which such deduction and withholding was made by ParentSeller.

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

Withholding Rights. 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 -13- under the Code or any other applicable state, local or foreign Tax law. To the extent that amounts are so withheld by Parent, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares in respect of which such deduction and withholding was made by Parent.

Withholding Rights. 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 Parent reasonably determines Parent 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 other applicable provision of state, local or foreign Tax tax law. To the extent that amounts are so withheld by Parent, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this the Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by Parent.

Withholding Rights. Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares and the Escrow Agreement such amounts as it is determines in good faith following receipt of advice of tax counsel (from a nationally-recognized law firm) are required to deduct be deducted and withhold withheld with respect to the making of such payment under the Code Code, or any other applicable provision of state, local or foreign Tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant Governmental Entity by or on behalf of Parent, such withheld amounts (i) shall be remitted by Parent to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares Person in respect of which such deduction and withholding was made by or on behalf of Parent.