S Election. The Company and Shareholders shall not revoke the Company’s election to be taxed as an S corporation within the meaning of Code Sections 1361 and 1362. The Company and Shareholders shall not take or allow any action, other than the transactions contemplated by this Agreement, that would result in the termination of the Company as a validly electing S corporation within the meaning of Code Sections 1361 and 1362.
S Election. Sellers and their spouses shall execute and cause the Corporation to execute Internal Revenue Service forms 2553 so as to elect the provisions of Subchapter S of the United States Internal Revenue Code, sections 1361, et seq., effective January 1, 1997 and shall deliver fully completed forms 2553 with all of their signatures to Purchaser on or before the earlier of the Closing Date or January 15, 1997.
S Election. Optionee acknowledges that the Company has elected “S” corporation status under the Internal Revenue Code of 1986, as amended (the “Code”). Optionee agrees that he shall execute or cause to be executed any form or document determined by the Company or its legal counsel to be necessary or appropriate to be executed in order to elect, reinstate, preserve, maintain and maximize the potential benefit of, the Company’s “S” corporation status. In addition, Optionee hereby agrees and covenants that he will not (i) transfer any shares of Stock to any individual who is not a citizen or resident of the United States or to any entity that would cause the Company to cease to be eligible for “S” corporation status under the Code, or (ii) perform or do (or neglect to perform or do) any other act which would or might have the effect of disqualifying the Company’s “S” corporation status under the Code. Optionee further agrees that the Company, upon the consent of a majority of the entire Board, may terminate the “S” corporation election. In such event, Optionee agrees that he shall execute or cause to be executed any form or document determined by the Company or its legal counsel to be necessary or appropriate to be executed in order to terminate the Company’s “S” corporation status.
S Election. Upon Parent’s election, the Company and each Company Stockholder shall file the election provided for under Section 1362(a) of the Code with respect to the Company (the “S Election”). The S Election shall request an effective date of January 1, 2010. The Company Stockholders shall execute at the Closing IRS Form 2553.
S Election. If the corporation is an "S" corporation at the time of the transfer and sale of its stock, the transferee and new stockholder shall be required to consent in writing not to revoke such "S" election without the unanimous approval of all other stockholders. Such written consent shall be submitted prior to the delivery of the shares to the transferee.
S Election. The Company has made a valid election to be treated as an S Corporation within the meaning of Section 1361 of the Internal Revenue Code, and such election has been in effect for each taxable year of the Company commencing January 1, 1984. The Company has qualified and will qualify as an S Corporation at all times from the effective date of election up to and including the date hereof.
S Election. Optionee acknowledges that the Company has elected "S" corporation status under the Code. Optionee agrees that the Optionee shall execute or cause to be executed any form or document determined by the Company or its legal counsel to be necessary or appropriate to be executed in order to elect, reinstate, preserve, maintain and maximize the potential benefit of, the Company's "S" corporation status. In addition, Optionee hereby agrees and covenants that the Optionee will not (i) transfer any shares of Stock to any individual who is not a citizen or resident of the United States or to any entity that would cause the Company to cease to be eligible for "S" corporation status under the Code, or (ii) perform or do (or neglect to perform or do) any other act which would or might have the effect of disqualifying the Company's "S" corporation status under the Code. The Company intends to terminate its "S" corporation status upon completion of the IPO. Therefore, the Optionee further agrees that the Company, upon the consent of a majority of the entire Board of Directors, may terminate the "S" corporation election. In such event, Optionee agrees that the Optionee shall execute or cause to be executed any form or document determined by the Company or its legal counsel to be necessary or appropriate to be executed in order to terminate the Company's "S" corporation status.
S Election. If the Company’s election to be treated as an S corporation is found to be invalid, or to have terminated on or before the Closing Date as a result of any event occurring prior to Closing, Buyer and Seller shall use their reasonable efforts to obtain from the Internal Revenue Service a waiver of such invalidity or termination on the grounds of inadvertency.
S Election. 15 4.1 The Supply Agreement. . . . . . . . . . . . . . . . . . . 15 (a) Sale of Furr's. . . . . . . . . . . . . . . . . . . . 15 (b) No Sale . . . . . . . . . . . . . . . . . . . . . . . 16 4.2
S Election. Central has elected S Corporation status under the Internal Revenue Code. Accordingly, its taxable income is recognized directly by the stockholders rather than by the corporations. The Selling Stockholders agree to join in the S election by Central and agree not to take any action that would result in the termination of such S Corporation status. The Selling Stockholders acknowledge that the S election will terminate at or before any public offering.
