Without limiting any other provision of the Agreement, the Grant Notice or the Plan, the Company and its Subsidiaries shall be entitled to withhold Shares otherwise issuable under the Award or, in the Administrator’s discretion, to require a cash payment (or other form of payment determined in accordance with Section 11.2 of the Plan) by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant, in any case, any amounts required by federal, state or local tax law to be withheld with respect to the grant and/or vesting of the Award or the lapse of the Restrictions hereunder. The Company shall not be obligated to deliver any new certificate representing Shares to the Participant or the Participant’s legal representative or to enter any such Shares in book entry form unless and until such tax obligations have been satisfied.