Common use of Maintenance of S Corporation Status Clause in Contracts

Maintenance of S Corporation Status. (a) Each Shareholder agrees that he or she will take all action necessary to permit the Corporation to retain its tax status an S Corporation ("S Corporation") under Subchapter S (Section 1361 et seq) of the Internal Revenue Code of 1986, as amended (the "Code"), including but not limited to, the execution and delivery of any and all consents and other documents required at any time for the continuance of S Corporation status, or required to carry out, effectuate, implement or exercise any and all other elections available to, or powers exercisable by, a corporation having elected S Corporation status. Except as otherwise specifically provided in this Agreement, the Shareholders shall not take any action which will cause the Corporation not to be taxed as an S Corporation. (b) Subject to the limitations of the Delaware General Corporation Law ("DGCL"), as long as the Corporation remains an S Corporation, the Shareholders agree to take all actions necessary to cause the directors of the Corporation to declare and pay to the Shareholders dividends each year in an amount not less than all federal and state income taxes, including but not limited to estimated tax payments, payable by the Shareholders each year with respect to the income of the Corporation, based upon the maximum marginal federal and state individual income tax rates applicable to any Shareholder. (c) Upon any transfer of the Shares permitted hereunder, the Corporation may require arrangements reasonably satisfactory to it to assure that any transferee shall take any and all action necessary to maintain the election under Section 1362(a) of the Code (including without limitation, with respect to any transfer in trust, the timely filing of an election to treat such trust as a qualified Subchapter S Trust under Section 1361(d) of the Code).

Maintenance of S Corporation Status. (a) Each Non-Voting Shareholder agrees that he or she will take all action necessary to permit the Corporation to retain its tax status an S Corporation ("S Corporation") under Subchapter S (Section 1361 et seq.) of the Internal Revenue Code of 1986, as amended (the "Code"), including but not limited to, the execution and delivery of any and all consents and other documents required at any time for the continuance of S Corporation status, or required to carry out, effectuate, implement or exercise any and all other elections available to, or powers 3 exercisable by, a corporation having elected S Corporation status. Except as Unless and until the Controlling Shareholders direct otherwise specifically provided in this Agreementwriting, the Non-Voting Shareholders shall not take any action which will cause the Corporation not to be taxed as an S Corporation. (b) Subject to the limitations of the Delaware General Corporation Law ("DGCL"), as long as the Corporation remains an S Corporation, the Shareholders agree each Shareholder agrees to take all actions necessary to cause the directors Board of Directors of the Corporation to declare and pay to the Shareholders dividends each year in an amount not less than all federal and state income taxes, including but not limited to estimated tax payments, payable by the Shareholders each year with respect to the income of the Corporation, based upon the maximum marginal federal and state individual income tax rates applicable to any Shareholder. (c) Upon any transfer of the Shares permitted hereunder, the Corporation may require arrangements reasonably satisfactory to it to assure that any transferee shall take any and all action necessary to maintain the election under Section 1362(a) of the Code (including without limitation, with respect to any transfer in trust, the timely filing of an election to treat such trust as a qualified Subchapter S Trust under Section 1361(d) of the Code).

Maintenance of S Corporation Status. (a) Each Non-Voting Shareholder agrees that he or she will take all action necessary to permit the Corporation to retain its tax status as an S Corporation ("S Corporation") under Subchapter S (Section 1361 et seq) of the Internal Revenue Code of 1986, as amended (the "Code"), including including, but not limited to, the execution and delivery of any and all consents and other documents required at any time for the continuance of S Corporation status, or required to carry out, effectuate, implement or exercise any and all other elections available to, or powers exercisable by, a corporation having elected S Corporation status. Except as Unless and until the Controlling Shareholders direct otherwise specifically provided in this Agreementwriting, the Non-Voting Shareholders shall not take any action which will cause the Corporation not to be taxed as an S Corporation. (b) Subject to the limitations of the Delaware General Corporation Law ("DGCL"), as long as the Corporation remains an S Corporation, the Voting Shareholders agree to take all actions necessary to cause the directors of the Corporation to declare and pay to the Shareholders dividends each year in an amount not less than all federal and state income taxes, including but not limited to estimated tax payments, payable by the Shareholders each year with respect to the income of the Corporation, based upon the maximum marginal federal and state individual income tax rates applicable to any Shareholder. (c) Upon any transfer of the Shares permitted hereunder, the Corporation may require arrangements reasonably satisfactory to it to assure that any transferee shall take any and all action necessary to maintain the election under Section 1362(a) of the Code (including without limitation, with respect to any transfer in trust, the timely filing of an election to treat such trust as a qualified Subchapter S Trust under Section 1361(d) of the Code).

Maintenance of S Corporation Status. (a) Each Non-Voting Shareholder agrees that he or she will take all action actions necessary or desired to permit the Corporation to retain its tax status as an S Corporation ("S Corporation") under Subchapter S (Section 1361 et seq.) of the Internal Revenue Code of 1986, as amended (the "Code"), including but not limited to, the execution and delivery of any and all consents and other documents required at any time for the continuance of S Corporation status, or required to carry out, effectuate, implement or exercise any and all other elections available to, or powers exercisable by, a corporation having elected S Corporation status. Except as Unless and until the Controlling Shareholders direct otherwise specifically provided in this Agreementwriting, the Non-Voting Shareholders shall not take any action which will cause the Corporation not to be taxed as an S Corporation. (b) Subject to the limitations of the Delaware General Corporation Law ("DGCL"), as long as the Corporation remains an S Corporation, the Shareholders agree each Shareholder agrees to take all actions necessary to cause the directors Board of Directors of the Corporation to declare and pay to the Shareholders dividends each year in an amount not less than all federal and state income taxes, including but not limited to to, estimated tax payments, payments payable by the Shareholders each year with respect to the income of the Corporation, based upon the maximum marginal federal and state individual income tax rates applicable to any Shareholder. (c) Upon any transfer of the Shares permitted hereunder, the Corporation may require arrangements reasonably satisfactory to it to assure that any transferee shall take any and all action necessary to maintain the Corporation's election of S Corporation status under Section 1362(a) of the Code (including without limitation, with respect to any transfer in trust, the timely filing of an election to treat such trust as a qualified Subchapter S Trust under Section 1361(d) of the Code).

Maintenance of S Corporation Status. (a) Each Shareholder agrees that he or she will take all action necessary to permit the Corporation to retain its tax status as an S Corporation ("S Corporation") under Subchapter S (Section 1361 et seq.) of the Internal Revenue Code of 1986, as amended (the "Code"), including including, but not limited to, the execution and delivery of any and all consents and other documents required at any time for the continuance of S Corporation status, or required to carry out, effectuate, implement or exercise any and all other elections available to, or powers exercisable by, a corporation having elected S Corporation status. Except as otherwise specifically provided in this Agreement, the Shareholders shall not take any action which will cause the Corporation not to be taxed as an S Corporation. (b) Subject to the limitations of the Delaware General Corporation Law (the "DGCL"), as long as the Corporation remains an S Corporation, the Shareholders agree to take all actions necessary to cause the directors of the Corporation to declare and pay to the Shareholders dividends each year in an amount not less than all federal and state income taxes, including but not limited to estimated tax payments, payable by the Shareholders each year with respect to the income of the Corporation, based upon the maximum marginal federal and state individual income tax rates applicable to any Shareholder. (c) Upon any transfer of the Shares permitted hereunder, the Corporation may require arrangements reasonably satisfactory to it to assure that any transferee shall take any and all action necessary or desired to allow the Corporation to maintain the election under Section 1362(a) of the Code S Corporation status (including including, without limitation, with respect to any transfer in trust, the timely filing of an election to treat such trust as a qualified Subchapter S Trust under Section 1361(d) of the Code).