Requirements .  Prior to the issuance of any Shares or cash   pursuant to an Award (or exercise thereof) or such earlier time as any Tax Obligations with respect to the Award are due, the Company and/or other Employer, as applicable, will have the power and the right to deduct or withhold, or require a Participant to remit to the Company or other Employer ,   as applicable, an amount sufficient to satisfy all Tax Obligations with respect to the Award (or exercise thereof).