Allocation Election. The Company shall be required to elect to allocate the items described in Section 1362(e)(2)(A) of the Code pursuant to Section 1362(e)(3) of the Code under "normal tax accounting rules," and the Stockholders agree to consent to such election and to provide the Company with the statement of consent of all Stockholders described in Section 1.1362-6(a)(5) and Section 1.1362-6(b) of the Treasury Regulations.
Allocation Election. Tax items shall be allocated to the S Short Year and the C Short Year pursuant to normal tax accounting rules (that is, the "closing of the books method") rather than by the pro rata allocation method contained in Section 1362(e)(2) of the Code.
Allocation Election. The Company shall elect to allocate tax items ------------------- to its S Short Year and C Short Year pursuant to the normal tax accounting method (rather than the pro rata allocation method) contained in Section 1362(e)(3) of the Code.
Allocation Election. Corporation shall terminate its S corporation status by a revocation of such status pursuant to section 1361(d)(1) of the Code by filing the form attached hereto and marked "Exhibit A." The Shareholders shall consent to the revocation of the S corporation election by filing the form, attached hereto and marked "Exhibit B"no later than one day before the closing of the Offering (the "Termination Date"). Further, Corporation shall elect to allocate items between its two taxable years ending and beginning, respectively, on the date of termination and the date after the termination of the S election, "under normal tax accounting rules," that is, the "closing of the books method," as provided in section 1362(e)(3)(A) of the Code by filing the form attached hereto as "Exhibit C." The Shareholders shall each consent to the "closing of the books method" election, by filing the forms attached hereto and marked "Exhibit D" pursuant to section 1362(e)(3)(B)of the Code.
Allocation Election. 2 ARTICLE III - TAXES........................................................ 2
Allocation Election. The Company intends to allocate tax items to its S Short Year and C Short Year pursuant to the method contained in Section 1362(e)(3) of the Code, but may allocate pursuant to any other permitted method under Section 1362(e) of the Code.
Allocation Election. The Company intends to allocate tax items to its S Short Year and C Short Year using normal accounting rules pursuant to the election method contained in Section 1362(e)(3) of the Code, and the Stockholders covenant and agree to consent to such election method.
Allocation Election. The Company shall elect to allocate the items described in section 1362(e)(2)(A) of the Code between its two taxable years ending and beginning, respectively, on the date before the Termination Date and the date of the Termination Date under "normal tax accounting rules" pursuant to section 1362(e)(3)(A) of the Code, i.e., the "closing of the books method," by filing the form attached hereto and marked as EXHIBIT 3. The Stockholders shall each consent to such election by filing the forms attached hereto and marked as EXHIBIT 4 pursuant to section 1362(e)(3)(B) of the Code.
Allocation Election. The Company agrees to elect and the Shareholders agree to consent, pursuant to Section 1362(e)(3) of the Code, to allocate Tax items to its S Short Year and C Short Year pursuant to normal tax accounting rules (the "closing of the books method") rather than by the pro rata allocation method contained in Section 1362(e)(2) of the Code. The Company and each of the Shareholders agree to take all necessary actions under Treasury Regulation Section 1.1362-6 (or successor thereto) to cause such election and consents and the revocation election and consents to be effective for federal income tax purposes, including the execution and delivery, by the Shareholders to the Company of a consent in substantially the form attached hereto as Exhibit C, prior to the Termination Date. Additionally, the Company agrees to execute and attach to its Tax Return filed with the Internal Revenue Service an executed election in substantially the form attached hereto to as Exhibit D.
Allocation Election. The Company shall elect, and the -------------------- Stockholders shall consent, pursuant to Section 1362(e)(3) of the Code, to allocate tax items to its S Short Year and C Short Year pursuant to normal tax accounting rules (the "closing of the books method") rather than by the pro rata allocation method contained in Section 1362(e)(2) of the Code. Pursuant to the attached resolution, the Company shall make the election and the Stockholders, as the only Stockholders of the Company on the first day of its C Short Year, shall sign the requisite consents to said election on the Termination Date.
