Qualified Small Business Status. The Company shall use it best efforts not to and shall not knowingly, without the prior written consent or affirmative vote or written consent of the holders of at least a majority of the total outstanding shares of Series B Preferred Stock who purchased such shares of Series B Preferred Stock from the Company pursuant to this Agreement, voting separately as a class, take any action affecting, or permit any action, other than a Permitted Action (as defined below), to affect, the capital structure (including purchases of its own stock) or operation of its business which would cause the Preferred Shares not to qualify as "qualified small business stock" under Code Section 1202. As used in this Agreement, "Permitted Action" shall mean a merger of the Company with or into any other corporation or corporations (other than a mere reincorporation transaction), a sale of all or substantially all of the assets of the Company or a transaction or series of related transactions in which the Company issues shares representing more than 50% of the voting power of the Company immediately after giving effect to such transaction.
Qualified Small Business Status. The Company shall use its ------------------------------- commercially reasonable efforts not to and shall not knowingly, without the prior written consent or affirmative vote or written consent of the holders of at least a majority of the total outstanding shares of each series of Company Preferred Shares, voting separately as a class, take any action affecting, or permit any action, other than a Permitted Action (as defined below), to affect, the capital structure (including purchases of its own stock) or operation of its business which would cause the Company Preferred Shares not to qualify as "qualified small business stock" under Section 1202 of the Internal Revenue Code of 1986, as amended (the "Code"). As used in this Agreement, "Permitted Action" shall mean a merger of the Company with or into any other corporation or corporations (other than a mere reincorporation transaction), a sale of all or substantially all of the assets of the Company or a transaction or series of related transactions in which the Company issues shares representing more than 50% of the voting power of the Company immediately after giving effect to such transaction.
Qualified Small Business Status. After the Closing Date of the ------------------------------- Series B Preferred Stock (the "CLOSING DATE"), the Company shall (a) not make any purchase of its stock during the one-year period following the Closing Date having an aggregate value, when added to the aggregate value of stock purchased by the Company during the one-year period preceding the Closing Date (in each case determined as of the purchase date), exceeding 5% of the aggregate value of all of the Company's stock (such value determined as of the date one year prior to the Closing Date) without having given the holders of the Series A Preferred and Series B Preferred prior notice of such purchase and the opportunity to discuss with the Company means of achieving such purchase without adversely affecting the qualification of the Series A Preferred and Series B Preferred as "qualified small business stock" set forth in Section 1202(c) of the Code and without such repurchase having been approved by the Board of Directors, (b) use commercially reasonable efforts to use at least 80% (by value) of its assets in the active conduct of one or more qualified trades or business for substantially all of the five-year period following the Closing Date, and (c) not cease to be a C corporation which is an eligible corporation, as defined by Code Section 1202(e)(4).
Qualified Small Business Status. The Company shall use its commercially reasonable efforts not to and shall not knowingly, without the prior written consent or affirmative
Qualified Small Business Status. The Company qualifies as a “Qualified Small Business” as defined in Section 1202(d) of the Internal Revenue Code of 1986, as amended (the “Code”).
Qualified Small Business Status. The Company shall, so long as Preferred Shares or Conversion Shares are held by any Purchaser or by any transferee in whose hands Preferred Shares or Conversion Shares are eligible to qualify as Qualified Small Business Stock (as such term is defined in Section 1202(c) of the Code), use its best efforts to cause the Preferred Shares and the Conversion Shares to qualify as Qualified Small Business Stock.
Qualified Small Business Status. Within twenty (20) days after any Investor has delivered to the Company a written request therefor, the Company shall deliver to such Investor a written statement informing the Investor whether, in the Company’s good-faith judgment after a reasonable investigation, such Investor’s interest in the Company constitutes “qualified small business stock” as defined in Section 1202(c) of the Internal Revenue Code of 1986, as amended (the “Code”), or would constitute “qualified small business stock,” if determination of whether stock constitutes “qualified small business stock” were made by taking into account the modifications set forth in Section 1045(b)(4) of the Code.
