Termination of Close Corporation Status Sample Clauses

Termination of Close Corporation Status. The Company's close corporation status shall not be terminated without the unanimous approval of the Stockholders. Any amendment deleting or terminating the effectiveness of Article V, Sections 1, 2 or 3 (the "Close Corporation Provisions") of the Certificate of Incorporation shall be deemed to be a termination of such status, and any proposal to delete or terminate such provisions shall, to be effective, be approved by all of the Stockholders. Termination of such status shall be deemed to be effective as of the date on which a certificate of amendment deleting (or amending, as provided above) such Close Corporation Provisions is filed with the Secretary of State of the State of Delaware, as provided in Section 345 of the General Corporation law of the State of Delaware, as amended. Prior to the termination of close corporation status in accordance with the foregoing provisions, the Stockholders agree not to take any action that could jeopardize the close corporation status of the Company. In addition to any other remedies the Company and the Stockholders may have pursuant to the provisions of the General Corporation law of the State of Delaware, the Company and the Stockholders shall be entitled to seek the equitable remedies of injunction to prevent a breach of such agreement and of specific performance to enforce such agreement as provided in Section 8.2 (even prior to the initiation of arbitration proceedings pursuant to Article VII of this Agreement).
Sample 1
AutoNDA by SimpleDocs
Termination of Close Corporation Status 
Sample 1

Related to Termination of Close 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.

  • 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.

  • 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)) made any offer relating to the Securities in reliance on the exemption in Rule 163, and (D) at the Execution 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.

  • MLP Status The Partnership is properly treated as a partnership for United States federal income tax purposes and more than 90% of the Partnership’s current gross income is qualifying income under 7704(d) of the Internal Revenue Code of 1986, as amended.

  • No Liability for Election of Recommended Directors No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

  • Shell Company Status The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).

  • 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.

  • Emerging Growth Company Status The Company shall promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of the Public Securities within the meaning of the Securities Act and (ii) fifteen (15) days following the completion of the Lock-Up Period.

  • Termination of Partnership The Partnership shall terminate when all assets of the Partnership, after payment of or due provision for all Liabilities of the Partnership, shall have been distributed to the Partners in the manner provided for in this Agreement, and the Certificate shall have been canceled in the manner provided by the Act.

  • Disqualification of Form S-1 For a period equal to seven (7) years from the date hereof, the Company will not take any action or actions which may prevent or disqualify the Company’s use of Form S-1 (or other appropriate form) for the registration of the Warrants under the Act.

Time is Money Join Law Insider Premium to draft better contracts faster.