Controlled Foreign Corporation Status Sample Clauses

Controlled Foreign Corporation Status. If more than 50% of the total value or total combined voting power of all classes of the Reorganized Debtor’s stock is owned, directly, indirectly, or constructively by U.S. holders, each of whom own, after applying attribution rules, 10% or more of the total combined voting power of all classes of the Reorganized Debtor’s common stock (each such holder, a “10% U.S. Holder”), the Reorganized Debtor would be treated as a “controlled foreign corporation” or “CFC.” This classification would result in the application of many complex rules, including the required inclusion in income by 10% U.S. Holders of their pro rata share of any “Subpart F income” and any investments in “U.S. property” (each as defined by the Tax Code) of the Reorganized Debtor. Shipping income does not constitute Subpart F income provided that it is treated as services income and not as rental income (see the discussion above in Section E.3 above). In addition, under Section 1248 of the Tax Code, if the Reorganized Debtor was a CFC at any time during the five-year period ending with the sale or exchange of the Reorganized Debtor’s common stock by a 10% U.S. Holder, gain from such sale or exchange would generally be treated as dividend income to the extent of the Reorganized Debtor’s earnings and profits attributable to the shares sold or exchanged. If the Reorganized Debtor was to become a CFC, the PFIC rules discussed above would generally not apply with regard to any 10% U.S. Holder. Because of the complexity of Subpart F, a more detailed review of these rules is beyond the scope of this discussion and any holder that may become a 10% U.S. Holder should consult its tax advisor.
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Related to Controlled Foreign 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.

  • Organization, Standing, Etc The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into and perform all of its obligations under this Agreement and each of the Collateral Agreements to which it is a party, to issue and sell the Shares to be issued and sold at the Closing and to carry out the transactions contemplated hereby or thereby.

  • Organization; Standing (a) Purchaser is a corporation, duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to operate its business as now conducted. Purchaser is duly qualified or licensed as a foreign corporation to do business, and is in good standing (where such concept is recognized under applicable Law), in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. (b) Each Designated Purchaser (other than Purchaser) is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except to the extent that the failure to be in good standing individually or in the aggregate would not reasonably be expected to materially and adversely affect the ability of such Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions. Each Designated Purchaser (other than Purchaser) has all requisite corporate or limited liability company power and corporate or limited liability company authority necessary to carry on its business as now conducted. Each Designated Purchaser (other than Purchaser) is duly licensed or qualified as a foreign entity to do business, and is in good standing (where such concept is recognized under applicable Law), in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so organized, existing, qualified or licensed and in good standing would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions.

  • Foreign Status If the Authorized Participant is offering and selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified, or a member of FINRA as set forth in the preceding paragraph, the Authorized Participant nevertheless agrees to observe the applicable laws of the jurisdiction in which such offer and/or sale is made and to conduct its business in accordance with the FINRA Conduct Rules, to the extent the foregoing relates to the Authorized Participant’s transactions in, and activities with respect to, Shares.

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

  • Investment Company Status The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

  • Non-Foreign Status Seller is not a “foreign person” as that term is used in Treasury Regulations Section 1.1445-2.

  • Limitation on Status as Investment Company Neither the Company nor any of its Subsidiaries shall become an "investment company" (as that term is defined in the Investment Company Act of 1940, as amended), or otherwise become subject to regulation under the Investment Company Act.

  • Successor Investment Company Unless this Agreement has been terminated in accordance with Paragraph 11, the terms and provisions of this Agreement shall become automatically applicable to any investment company which is a successor to the Trust as a result of reorganization, recapitalization or change of domicile.

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