Common use of Required Withholding Clause in Contracts

Required Withholding. The Parent and the Surviving Corporations shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Targets Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

Required Withholding. The Parent and the Surviving Corporations Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Targets Common Stock Company Stockholder such amounts as may be are required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person Person to whom such amounts would otherwise have been paid.

Required Withholding. The Each of Parent and the Surviving Corporations Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Targets Company Common Stock such amounts as may be are required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

Required Withholding. The Company, and on its behalf Parent and the Surviving Corporations Corporation, shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Targets Common Company Capital Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

Required Withholding. The Parent Parent, the Surviving Corporation and the Surviving Corporations Paying Agent shall be entitled to deduct and withhold from any consideration otherwise payable or otherwise deliverable pursuant to under this Agreement to any holder or former holder of Targets Common Stock such amounts as may be required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended from time to time (the “Code”), or under any provision of applicable state, local or foreign tax law or under any other applicable legal requirementTax Law. To the extent such that any amounts are so deducted or withheldand withheld and paid to the appropriate taxing authorities, such those amounts shall be treated for all purposes under this Agreement as having been paid to the person to Person in respect of whom such amounts would otherwise have been paiddeduction or withholding was made for all purposes under this Agreement.

Required Withholding. The Parent and the Surviving Corporations shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Targets Common Company Capital Stock such amounts as may be are required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

Required Withholding. The Parent Each of Parent, the Initially Surviving Corporation and the Surviving Corporations Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Targets Common Company Capital Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirementLegal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

Required Withholding. The Parent and the Surviving Corporations Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Targets SJN Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

Required Withholding. The Parent and the Surviving Corporations Entity shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Targets Common Company Capital Stock such amounts as may be are required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person Person to whom such amounts would otherwise have been paid.

Required Withholding. The Each of the Parent and the Surviving Corporations Company shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Targets shares of Outstanding Preferred Stock and Outstanding Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code United States federal or under any provision of state, local or foreign tax law or under any other applicable legal requirementlaw. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person Person to whom such amounts would otherwise have been paid.

Required Withholding. The Each Parent and the Surviving Corporations Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Targets Company Common Stock such amounts as may be are required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

Required Withholding. The Each of the Parent and the Surviving Corporations Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Targets Common Aster Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirementlaw. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

Required Withholding. The Each of the Parent and the Surviving Corporations Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Targets Etherogen Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirementlaw. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

Required Withholding. The Parent Parent, the Surviving Corporation, and the Surviving Corporations Paying Agent shall be entitled to deduct and withhold from any consideration otherwise payable or otherwise deliverable pursuant to under this Agreement to any holder or former holder of Targets Common Stock such amounts as may be required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended from time to time (the “Code”), or under any provision of applicable state, local or foreign tax law or under any other applicable legal requirementTax Law. To the extent such that any amounts are so deducted or withheldand withheld and paid to the appropriate taxing authorities, such those amounts shall be treated for all purposes under this Agreement as having been paid to the person to Person in respect of whom such amounts would otherwise have been paiddeduction or withholding was made for all purposes under this Agreement.

Required Withholding. The Each of Parent and the Surviving Corporations Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Targets Common Company Capital Stock such amounts as may be are required to be deducted or withheld therefrom under the Internal Revenue Code or of 1986, as amended (the “Code”),or under any provision of state, local or foreign tax law or under any other applicable legal requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

Required Withholding. The Each of the Parent and the Surviving Corporations Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Targets Common Company Capital Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. To the extent such amounts are so deducted or withheldwithheld are paid to the appropriate Governmental Entity, such amounts shall be treated for all purposes under this Agreement as having been paid to the person Person to whom such amounts would otherwise have been paid.

Required Withholding. The Parent and Parent, the Surviving Corporations Corporation and their agents shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Targets Common Stock Person such amounts as may be are required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law Tax Law or under any other applicable legal requirementLegal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person Person to whom such amounts would otherwise have been paid.. (Signature Page to Agreement and Plan of Merger)

Required Withholding. The Parent and the Surviving Corporations Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Targets PHI Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

Required Withholding. The Each of the Company Stockholder Representative, Parent and the Surviving Corporations Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Targets Common Company Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirementlaw. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

Required Withholding. The Parent Each of Parent, Purchaser, the Surviving Corporation and the Surviving Corporations Paying Agent shall be entitled to deduct and withhold from any consideration amounts otherwise payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Targets shares of Company Common Stock such amounts amount as may be it is required to be deducted or withheld therefrom deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirementTax Law. To the extent such that amounts are so deducted or withheld, such withheld amounts shall be treated for all purposes under of this Agreement as having been paid to the person entitled under this Agreement to whom receive the payment in respect of which such amounts would otherwise have been paiddeduction and withholding was made.

Required Withholding. The Each of Parent and the Surviving Corporations Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Targets Common Company Capital Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirementLegal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

Required Withholding. The Parent and the Surviving Corporations Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Targets DTC Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.