Common use of Withholding and Reporting Requirements Clause in Contracts

Withholding and Reporting Requirements. The Company (or its agent) shall be entitled to deduct and withhold any amounts that it determines in its reasonable discretion are required to be deducted and withheld under applicable law in connection with this Warrant. Any amounts so deducted or withheld shall be treated for purposes of this Warrant as though they were paid or delivered to the holder in respect of whom such withholding was made, and the Company shall timely remit any amounts so deducted or withheld to the applicable taxing authority. Without limiting the foregoing, in the event that any such withholding or deduction is required in connection with an adjustment under Section 3 or a non-cash distribution, the Company shall be authorized to take such actions so that (i) the holder economically bears such withholding taxes, and (ii) the Company is able to comply with its withholding obligations. The Company and each holder shall treat the Warrants as stock of the Company for U.S. federal income tax purposes (the “Intended Tax Treatment”). Without limiting the foregoing, the Company and each holder shall prepare all tax returns in a manner consistent with the Intended Tax Treatment, except if otherwise required by a final “determination” within the meaning of Section 1313(a) of the Code or a change in applicable law. Each Holder shall submit to the Company on or prior to the date that it becomes a Holder a properly executed IRS Form W-9 or appropriate IRS Form W-8, as applicable and any other tax form or certification reasonably requested by the Company and, in each case, shall update such form or certification if it expires or becomes obsolete or inaccurate in any respect. Following the reasonable request of a Holder, the Company shall use commercially reasonable efforts to provide, if it is legally able to do so, a certificate to such Holder conforming to the requirements of Treasury Regulations Section 1.897-2(h)(2) stating that the Company is not, and has not been during the applicable period specified in Section 897(c) of the Code, a United States real property holding corporation (within the meaning of Section 897(c)(2) of the Code).

Withholding and Reporting Requirements. The (i) Subject to Section 5(b)(ii), the Company (or its agent) shall be entitled to deduct and withhold any amounts that it determines in its reasonable discretion are required to be deducted and withheld under applicable law in connection with this Warrant. Any amounts so deducted or withheld shall be treated for purposes of this Warrant as though they were paid or delivered to the holder Holder in respect of whom such withholding was made, and the Company shall timely remit any amounts so deducted or withheld to the applicable taxing authority. Without limiting the foregoing, in the event that any such withholding or deduction is required in connection with an adjustment under Section 3 or a non-cash distribution, the Company parties shall be authorized to cooperate and take such actions so that (i) the holder Holder economically bears such withholding taxes, and (ii) the Company is able to comply with its withholding obligations. . (ii) The Company and the Holder intend that: (i) each holder shall treat of the Exchange and the exercise of any Warrants as for shares of stock of the Company for U.S. federal income tax purposes (and for applicable state and local income tax purposes) is a reorganization described in Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended (the “Intended Tax TreatmentCode”). Without limiting , and (ii) the foregoing, ownership of the Warrants is treated as ownership of stock in the Company for U.S. federal income tax purposes (regardless of the timing of the exercise of any Warrants). The Company and each holder the Holder shall, and shall cause their respective Affiliates to, prepare all tax returns in a manner consistent with the Intended Tax Treatment, such intended treatment except if otherwise required by upon a contrary final “determination” within the meaning of Section 1313(a) of the Code or as required by a change in applicable law. The Company and the Holder agree that no U.S. withholding tax will apply to the Exchange except as required by a change in applicable law or as a result of the failure by a Holder to provide the Company with a properly executed IRS Form W-9 or appropriate IRS Form W-8, as applicable. (iii) Each Holder shall submit to the Company on or prior to the date that it becomes a Holder a properly executed IRS Form W-9 or appropriate IRS Form W-8, as applicable and any other tax form or certification reasonably requested by the Company and, in each case, shall update such form or certification if it expires or becomes obsolete or inaccurate in any respect. . (iv) Following the reasonable written request of a Holder, the Company shall use commercially reasonable efforts to provide, if it is legally able to do so, a certificate to such Holder conforming to the requirements of Treasury Regulations Section 1.897-2(h)(2) stating that the Company is not, and has not been during the applicable period specified in Section 897(c) of the Code, a United States real property holding corporation (within the meaning of Section 897(c)(2) of the Code).