| http://www.w3.org/ns/prov#value | - For purposes of this Agreement, Restricted Shares Consideration shall mean, with respect to a Company Restricted Share, (A) the Merger Consideration minus (B) such amounts as are required to be withheld or deducted under the Code or any provision of state, local or foreign Tax Law with respect to the payment to a holder of such Company Restricted Share of the amount described in clause (A).
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