Loss of S Corporation Status Sample Clauses

Loss of S Corporation Status. The Borrower shall not fail to be qualified as an “S corporation” as defined in Section 1361 of the Code at all times on or after the Closing Date.
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Loss of S Corporation Status. Except as a result of the consummation of (i) an underwritten initial public offering of the Common Stock of the Company pursuant to which the Company obtains a listing for its Common Stock on a United States national securities exchange, the Nasdaq National Market System, or an automated quotation system of nationally recognized standing or (ii) the sale of Equity Interests by or the merger of the Company, the proceeds of which are used to prepay the principal, interest, premium, fees and expenses on the Notes in full concurrently with the issuance of such Equity Interests or the consummation of such merger, the Company shall not fail to be qualified as an "S corporation" as defined in Section 1361 of the Code at all times on or after the Closing Date.
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Loss of S Corporation Status. Upon completion of the transactions contemplated by this Agreement Acquiree Shareholders will be responsible for the payment and filing of any final tax returns or other obligations incurred in connection with the period of time during which Acquiree was an "S" Corporation.
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Related to Loss of S 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.

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

  • Certification Status The Engineer certifies that it is not: 1. a person required to register as a lobbyist under Chapter 305, Government Code; 2. a public relations firm; or 3. a government consultant.

  • 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.

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

  • NCL CORPORATION LTD an exempted company incorporated under the laws of Bermuda with its registered office at Park Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX 00, Bermuda (the "Guarantor")

  • Corporation, etc The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

  • 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.

  • Certificate of Non-Foreign Status In order to comply with § 1445 of the Code and the applicable Treasury Regulations thereunder, in the event of the disposition by the Company of a United States real property interest as defined in the Code and Treasury Regulations, each Member shall provide to the Company an affidavit stating, under penalties of perjury, (i) the Member’s address, (ii) United States taxpayer identification number, and (iii) that the Member is not a foreign person as that term is defined in the Code and Treasury Regulations. Failure by any Member to provide such affidavit by the date of such disposition shall authorize the Manager to withhold ten percent (10%) of each such Member’s distributive share of the amount realized by the Company on the disposition.

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