Maintenance of S Corporation Status Sample Clauses

Maintenance of S Corporation Status. No Transfer may be made in violation of Article 5.
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Maintenance of S Corporation Status. (a) Each Non-Voting Shareholder agrees that he will take all actions necessary or desired to permit the Corporation to retain its tax status as an S Corporation ("S Corporation") under Subchapter S (Section 1361 et seq.) of the Internal Revenue Code of 1986, as amended (the "Code"), including but not limited to, the execution and delivery of any and all consents and other documents required at any time for the continuance of S Corporation status, or required to carry out, effectuate, implement or exercise any and all other elections available to, or powers exercisable by, a corporation having elected S Corporation status. Unless and until the Controlling Shareholders direct otherwise in writing, the Non-Voting Shareholders shall not take any action which will cause the Corporation not to be taxed as an S Corporation.
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Maintenance of S Corporation Status. Company shall be a valid electing S corporation (within the meaning of Sections 1361 and 1362 of the Code and for state Tax law purposes) up to and including the Closing Date. Company and Sole Shareholder shall take all necessary actions, and shall not omit to take any action, which action or omission could result in Company’s loss of S Corporation status prior to the Closing.
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Maintenance of S Corporation Status. The following provisions are adopted for the purpose of defining, limiting and regulating the powers of the Company and of its Managers and Members:
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Maintenance of S Corporation Status. Buyer 1 shall not and ------------------------------------- shall not permit any of its Subsidiaries to take any action that would terminate, or may lead to the termination of, Buyer 1's qualification as an "S Corporation" or the qualification of any
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Maintenance of S Corporation Status. The Company shall maintain its tax status as an S Corporation up to the Effective Time and the Company Shareholders shall not revoke or otherwise terminate the election of the Company to be treated as an S Corporation.
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Related to Maintenance of S Corporation Status

  • Maintenance of Status The Borrower will maintain its separate corporate existence and remain in good standing under the laws of the Xxxxxxxx Islands.

  • Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.

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