S Corporation Status. Neither the Company nor the Sole Stockholder shall revoke the election of the Company to be taxed as an S corporation within the meaning of Sections 1361 and 1362 of the Code on or prior to the Closing Date. The Company and the Sole Stockholder 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 Sections 1361 and 1362 of the Code on or prior to the Closing Date (other than as contemplated by this Agreement).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Marchex Inc), Agreement and Plan of Merger (Marchex Inc), Agreement and Plan of Merger (Marchex Inc)
S Corporation Status. Neither the Company nor the Sole Stockholder Equityholders shall revoke the Company's election of the Company to be taxed as an S corporation within the meaning of Sections 1361 Code ss.ss.1361 and 1362 of 1362. Neither the Code on or prior to Company nor the Closing Date. The Company and the Sole Stockholder Equityholders shall not take or allow any action (other than the sale of the Company's stock pursuant to this Agreement) that would result in the termination of the Company’s 's status as a validly electing S corporation within the meaning of Sections 1361 Code ss.ss.1361 and 1362 of the Code on or prior to the Closing Date (other than as contemplated by this Agreement)1362.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Headwaters Inc), Agreement and Plan of Merger (Headwaters Inc)
S Corporation Status. Neither The Shareholders shall not revoke, and the Company nor Purchaser shall prohibit the Sole Stockholder shall revoke Corporation from revoking, the Corporation’s election of the Company to be taxed as an S corporation within the meaning of Sections 1361 and 1362 of the Code on (or prior to any comparable state or local laws) for any period before the Closing Date. The Company and the Sole Stockholder 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 Sections 1361 and 1362 of the Code on or prior to the Closing Date (other than as contemplated by this Agreement).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sally Beauty Holdings, Inc.)
S Corporation Status. Neither the Company nor the Sole Stockholder shall revoke the election of the Company to be taxed as an S corporation within the meaning of Sections 1361 and 1362 of the Code on On or prior to the Closing Date. The , the Company and the Sole Stockholder shall not permit any of the Company Stockholders to revoke the Company’s election to be Taxed as an “S corporation,” or take or allow any action or fail to take any action that would result in the termination of the Company’s status as a validly electing “S corporation corporation” within the meaning of Sections 1361 and 1362 of the Code on or prior to the Closing Date (other than as contemplated by this Agreement)Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Heartland Payment Systems Inc)
S Corporation Status. Neither the Company nor the Sole Stockholder shall revoke revoke, or take or allow any action to be taken, that would result in the election termination of either of the Company Companies’ election to be taxed as an S corporation within the meaning of Sections Section 1361 and 1362 of the Code on (or prior to the Closing Date. The Company and the Sole Stockholder shall not take or allow any action that would result in the termination under analogous provisions of the Company’s status as a validly electing S corporation within income tax laws of each state in which the meaning of Sections 1361 and 1362 of the Code on or prior to the Closing Date (other than as contemplated by this AgreementCompanies do business).
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