S Election definition

S Election shall have the meaning set forth in Recital A.

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S Election has the meaning set forth in Section 4.14.

S Election has the meaning set forth in Section 7.5(g).

Examples of S Election in a sentence

If a Shareholder hereafter reports an item on such Shareholder’s income tax return in a manner materially inconsistent with the tax treatment reflected in the Schedule K-1 or other tax information provided to the Shareholders by the Company for a taxable period during which the Company had an S Election in effect, the Shareholder shall notify the Company of such treatment before filing the Shareholder’s income tax return.
If a Shareholder hereafter reports an item on such Shareholder’s income tax return in a manner materially inconsistent with the tax treatment reflected in the Schedule K-1 or other tax information provided to the Shareholder by the Company for a taxable period during which the Company had an S Election in effect, such Shareholder shall notify the Company of such treatment before filing such Shareholder’s income tax return.
For federal income tax purposes, Guaranty’s acquisition of the Company Stock pursuant to the Merger will result in the termination of the Company’s S Election and an S termination year as such term is defined in Section 1362(e)(4) of the Code.
If requested by a party, the other party ---------------------- shall execute such documents and consents and shall cause any of the Businesses to execute such documents as are necessary in order to preserve the election, if the Business is designated on Exhibit A as a "Subchapter S Corporation", to be taxed as a Small Business Corporation under Subchapter S of the Internal Revenue Code (the "Subchapter S Election").
The Shareholders acknowledge that the Closing will terminate the Company's S Election pursuant to Section 1362(d)(2) of the Code.

More Definitions of S Election

S Election has the meaning specified in Section 4.26(l).

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 means an election pursuant to Section 1362(a) of the Code. Each Stockholder further represents and warrants that he, she or it is not (and whose spouse, if any, is neither) a nonresident alien of the United States or a resident of, nor subject to any jurisdiction, having laws governing community property, or having adopted in whole or in part the Uniform Marital Property Act. Each Stockholder further represents and warrants that he, she or it does not hold any of the Shares as the nominee or agent of any other Person and that he, she or it does not hold any of the Shares as a tenant in common, joint tenant or tenant by the entirety with any other Person.

S Election is specified in such Confirmation, then, unless the Company has notified GS&Co. to the contrary at least two Business Days before the Exercise Date (or such other period as may be specified in the related Confirmation), the Option will settle by physical delivery of the Option Securities pursuant to Section 5(a) above. Such notice may be given orally or in writing. Oral notice shall be confirmed in writing within one Business Day.

S Election as defined in Section 4.19.

S Election means the Company’s election to be treated as an S corporation for federal income tax purposes under Section 1361(a) of the Code.

S Election has the meaning set forth in Section 2.15(a).