Corporation Status. The Company is a corporation duly formed and validly existing under the General Corporation Law of Maryland.
Corporation Status. The Company is a corporation duly formed and validly existing under the General Corporation Law of the State of Maryland.
Corporation Status. The Dealer Manager is a Delaware corporation duly formed and validly existing under the General Corporation Law of the State of Delaware (“Delaware Law”) with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.
Corporation Status. The Guarantor is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware.
Corporation Status. The Company is a corporation duly and validly existing under the Minnesota Corporation Act, as amended (the "Corporation Act").
Corporation Status. For so long as the Investors or their Affiliates hold any shares of Series A Preferred Stock, the Company shall not be liquidated, merged, converted into a limited liability company, or otherwise enter into a transaction pursuant to which the Company (or any resulting entity (including an interim entity in a series of steps)) ceases to exist as an entity treated as a corporation for U.S. federal income tax purposes (and state and local tax purposes, where applicable) without the Investors’ prior written approval.
Corporation Status. The Company has been a "C-corporation" within the meaning of the Code at all times since its incorporation.
Corporation Status. The Members intend to treat the Company as a C-corporation for U.S. federal income tax purposes and notwithstanding anything to the contrary herein, no election to the contrary shall be made.
Corporation Status. Unless all of the Financial Investors otherwise agree in writing, the Company shall not make an election to be treated as an entity other than a corporation for U.S. federal income tax purposes (a “Corporate Entity”) unless it is wholly-owned by another Corporate Entity.
Corporation Status. The Members intend to treat the Company as a corporation for U.S. federal income tax purposes and notwithstanding anything to the contrary herein, no election to the contrary shall be made.”
(c) Each of the Company and the Managing Member are authorized and empowered to implement and effectuate such further appropriate conforming amendments to the Agreement, and to execute appropriate documentation in connection therewith, as may be necessary or desirable in connection with implementing the classification of Company as a corporation for income tax purposes (including, without limitation, appropriate amendments to the provisions of the Agreement addressing tax allocations, tax returns, and distributions). Each Member authorizes the Company and the Managing Member to conduct the business, operations and accounting of the Company in a manner consistent with the procedures appropriate for those of an entity treated and classified as a corporation for income tax purposes, notwithstanding any provision in the Agreement to the contrary.
