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 or she will take all action necessary 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. 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. 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 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

  • S Corporation Status The Company and Seller shall not revoke the Company’s election to be taxed as an S corporation within the meaning of Code § 1361 and § 1362. The Company and Sellers shall not take or allow any action that would result in the termination of the Company’s status as a validly electing S corporation within the meaning of Code § 1361 and § 1362.

  • S Corporation The Company has not made an election to be taxed as an "S" corporation under Section 1362(a) of the Code.

  • ORGANIZATION STATUS The Dealer Manager is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.

  • Termination of Partnership and Cancellation of Certificate of Limited Partnership Upon the completion of the liquidation of the Partnership’s assets, as provided in Section 13.2 hereof, the Partnership shall be terminated, a certificate of cancellation shall be filed, and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the state of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

  • Opinion of Maryland Counsel for Company On the Closing Date, the Representatives shall have received the opinion, dated as of the Closing Date, of Xxxxxxx LLP, special Maryland counsel for the Company, in form and substance reasonably satisfactory to the Representatives and their counsel, substantially similar to the form attached as Exhibit E hereto.

  • Incorporation of Plan Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

  • Preservation of Corporate Existence and Related Matters Except as permitted by Section 10.4, preserve and maintain its legal existence and all material rights, franchises, licenses and privileges and qualify and remain qualified as a foreign corporation and authorized to do business in each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect.

  • WKSI Status (A) At the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Shares in reliance on the exemption in Rule 163, and (D) at the Applicable Time (with such date being used as the determination date for purposes of this clause (D)), the Company was or is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405.

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