Common use of Qualified Small Business Stock Clause in Contracts

Qualified Small Business Stock. As of and immediately following any Closing: (i) the Company will be an eligible corporation as defined in Section 1202(e)(4) of the Code, (ii) the Company will not have made any purchases of its own stock described in Code Section 1202(c)(3)(B) during the one-year period preceding any Closing, except for purchases that are disregarded for such purposes under Treasury Regulation Section 1.1202-2 and (iii) the Company’s aggregate gross assets, as defined by Code Section 1202(d)(2), at no time between formation and through the First Closing have exceeded $50 million, taking into account the assets of any corporations required to be aggregated with the Company in accordance with Code Section 1202(d)(3); provided, however, that in no event shall the Company be liable to the Purchasers or any other party for any damages arising from any subsequently proven or identified error in the Company’s determination with respect to the applicability or interpretation of Section 1202 unless such determination shall have been given by the Company in a manner that was either grossly negligent or fraudulent.

Qualified Small Business Stock. As of and immediately following any the Closing: (i) the Company will be an eligible corporation as defined in Section 1202(e)(4) of the Code, (ii) the Company will not have made any purchases of its own stock described in Code Section 1202(c)(3)(B) during the one-one (1) year period preceding any the Closing, except for purchases that are disregarded for such purposes under Treasury Regulation Section 1.1202-2 2, and (iii) the Company’s aggregate gross assets, as defined by Code Section 1202(d)(2), at no time between formation its incorporation and through the First Closing have exceeded $50 million, taking into account the assets of any corporations required to be aggregated with the Company in accordance with Code Section 1202(d)(3); provided, however, that in no event shall the Company be liable to the Purchasers or any other party person for any damages arising from any subsequently proven or identified error in the Company’s determination with respect to the applicability or interpretation of Code Section 1202 1202, unless such determination shall have been given by the Company in a manner that was either grossly negligent or fraudulent.

Qualified Small Business Stock. As of and immediately following any the Closing: , (i) the Company will be an eligible corporation as defined in Section 1202(e)(4) of the Code, (ii) the Company will not have made any purchases of its own stock described in Code Section 1202(c)(3)(B) during the one-year period preceding any the Closing, except for purchases that are disregarded for such purposes under Treasury Regulation Section 1.1202-2 and (iii) the Company’s aggregate gross assets, as defined by Code Section 1202(d)(2), at no time between formation its incorporation and through the First Closing have exceeded $50 million, taking into account the assets of any corporations required to be aggregated with the Company in accordance with Code Section 1202(d)(3); provided, however, that in no event shall the Company be liable to the Purchasers or any other party for any damages arising from any subsequently proven or identified error in the Company’s determination with respect to the applicability or interpretation of Code Section 1202 1202, unless such determination shall have been given by the Company in a manner that was either grossly negligent or fraudulent.

Qualified Small Business Stock. As of and immediately following any the Closing: (i) the Company will be an eligible corporation as defined in Section 1202(e)(4) of the Code, (ii) the Company will not have made any purchases of its own stock described in Code Section 1202(c)(3)(B) during the one-one (1) year period preceding any the Closing, except for purchases that are disregarded for such purposes under Treasury Regulation Section 1.1202-2 2, and (iii) the Company’s aggregate gross assets, as defined by Code Section 1202(d)(2), at no time between formation its incorporation and through the First Closing have exceeded $50 million, taking into account the assets of any corporations required to be aggregated with the Company in accordance with Code Section 1202(d)(3); provided, however, that in no event shall the Company be liable to the Purchasers Purchaser or any other party for any damages arising from any subsequently proven or identified error in the Company’s determination with respect to the applicability or interpretation of Code Section 1202 1202, unless such determination shall have been given by the Company in a manner that was either grossly negligent or fraudulent.

Qualified Small Business Stock. As of and immediately following any the Closing: (ia) the Company will be an eligible corporation as defined in Section 1202(e)(4) of the Code, (iib) the Company will not have made any purchases of its own stock described in Code Section 1202(c)(3)(B) during the one-year period preceding any Closing, except for purchases that are disregarded for the Closing having an aggregate value exceeding five percent (5%) of the aggregate value of all its stock as of the beginning of such purposes under Treasury Regulation Section 1.1202-2 period and (iiic) the Company’s aggregate gross assets, as defined by Code Section 1202(d)(2), at no time between formation its incorporation and through the First Closing have exceeded or will exceed $50 million, taking into account the assets of any corporations required to be aggregated with the Company in accordance with Code Section 1202(d)(3); provided, however, that in no event shall the Company be liable to the Purchasers or any other party Investors for any damages arising from any subsequently proven or identified error in the Company’s determination with respect to the applicability or interpretation of Section 1202 unless such determination shall have been given by the Company in a manner that was either grossly negligent or fraudulent.

Qualified Small Business Stock. As of and immediately following any the Closing: (i) the Company will be an eligible corporation as defined in Section 1202(e)(4) of the Code, (ii) the Company will not have made any purchases of its own stock described in Code Section 1202(c)(3)(B) during the one-one (1) year period preceding any the Closing, except for purchases that are disregarded for such purposes under Treasury Regulation Regulations Section 1.1202-2 2, and (iii) the Company’s aggregate gross assets, as defined by Code Section 1202(d)(2), at no time between formation its incorporation and through the First Closing have exceeded $50 million, taking into account the assets of any corporations required to be aggregated with the Company in accordance with Code Section 1202(d)(3); provided, however, that in no event shall the Company be liable to the Purchasers Sellers, Buyer, or any other party for any damages arising from the representations in this Section 3.26 or any subsequently proven or identified error in the Company’s determination with respect to the applicability or interpretation of Code Section 1202 unless such determination shall have been given by the Company in a manner that was either grossly negligent or fraudulent1202.

Qualified Small Business Stock. As of and immediately following any the Closing: (ia) the Company will be an eligible corporation as defined in Section 1202(e)(4) of the Code, (iib) the Company will not have made any purchases of its own stock described in Code Section 1202(c)(3)(B) during the one-year period preceding any the Closing, except for purchases that are disregarded for such purposes under Treasury Regulation Section 1.1202-2 and (iiic) the Company’s aggregate gross assets, as defined by Code Section 1202(d)(2), at no time between formation its incorporation and through the First Closing have exceeded $50 50.0 million, taking into account the assets of any corporations required to be aggregated with the Company in accordance with Code Section 1202(d)(3); provided, however, that in no event shall the Company be liable to the Purchasers or any other party for any damages arising from any subsequently proven or identified error in the Company’s determination with respect to the applicability or interpretation of Code Section 1202 1202, unless such determination shall have been given by the Company in a manner that was either grossly negligent or fraudulent.

Qualified Small Business Stock. As of and immediately following any the Closing: (i) the Company will be an eligible corporation as defined in Section 1202(e)(4) of the Code, (ii) the Company will not have made any purchases of its own stock described in Code Section 1202(c)(3)(B) during the one-one (1) year period preceding any the Closing, except for purchases that are disregarded for such purposes under Treasury Regulation Section 1.1202-2 2, and (iii) the Company’s aggregate gross assets, as defined by Code Section 1202(d)(2), at no time between formation its incorporation and through the First Closing have exceeded $50 million, taking into account the assets of any corporations required to be aggregated with the Company in accordance with Code Section 1202(d)(3); provided, however, that in no event shall the Company be liable to the Purchasers Stockholders or any other party for any damages arising from any subsequently proven or identified error in the Company’s determination with respect to the applicability or interpretation of Code Section 1202 1202, unless such determination shall have been given by the Company in a manner that was either grossly negligent or fraudulent.

Qualified Small Business Stock. As of and immediately following any the Closing: (i) the Company will be an eligible corporation as defined in Section 1202(e)(4) of the Code, (ii) the Company will not have made any purchases of its own stock described in Code Section 1202(c)(3)(B) during the one-year period preceding any the Closing, except for purchases that are disregarded for such purposes under Treasury Regulation Section 1.1202-2 and (iii) the Company’s aggregate gross assets, as defined by Code Section 1202(d)(2), at no time between formation its incorporation and through the First Closing have exceeded $50 million, taking into account the assets of any corporations required to be aggregated with the Company in accordance with Code Section 1202(d)(3); provided, however, that in no event shall the Company be liable to the Purchasers or any other party for any damages arising from any subsequently proven or identified error in the Company’s determination with respect to the applicability or interpretation of Code Section 1202 1202, unless such determination shall have been given by the Company in a manner that was either grossly negligent or fraudulent.

Qualified Small Business Stock. As of and immediately following any the Closing: (i) the Company will be an eligible corporation as defined in Section 1202(e)(4) of the Code, (ii) the Company will not have made any purchases of its own stock described in Code Section 1202(c)(3)(B) during the one-year period preceding any Closing, except for purchases that are disregarded for the Closing having an aggregate value exceeding 5% of the aggregate value of all its stock as of the beginning of such purposes under Treasury Regulation Section 1.1202-2 period and (iii) the Company’s aggregate gross assets, as defined by Code Section 1202(d)(2), at no time between formation the inception of the Company and through the First Closing have exceeded or will exceed $50 million, taking into account the assets of any corporations required to be aggregated with the Company in accordance with Code Section 1202(d)(3); provided, provided however, that in no event shall the Company be liable to the Purchasers or any other party Investors for any damages arising from any subsequently proven or identified error in the Company’s determination with respect to the applicability or interpretation of Section 1202 unless such determination shall have been given by the Company in a manner that was either grossly negligent or fraudulent.

Qualified Small Business Stock. As of and immediately following any the Closing: (i) the Company will be an eligible corporation as defined in Section 1202(e)(4) of the Code, (ii) the Company will not have made any purchases of its own stock described in Code Section 1202(c)(3)(B) during the one-year period preceding any the Closing, except for purchases that are disregarded for such purposes under Treasury Regulation Section 1.1202-2 and (iii) the Company’s aggregate gross assets, as defined by Code Section 1202(d)(2), at no time between formation its incorporation and through the First Closing have exceeded $50 million, taking into account the assets of any corporations required to be aggregated with the Company in accordance with Code Section 1202(d)(3); provided, however, that in no event shall the Company be liable to the Purchasers Purchaser or any other party for any damages arising from any subsequently proven or identified error in the Company’s determination with respect to the applicability or interpretation of Code Section 1202 1202, unless such determination shall have been given by the Company in a manner that was either grossly negligent or fraudulent.

Qualified Small Business Stock. As of and immediately following any the Closing, to the Company’s knowledge: (ia) the Company will be an eligible corporation as defined in Section 1202(e)(4) of the Code, (iib) the Company will not have made any purchases of its own stock described in Code Section 1202(c)(3)(B) during the one-year period preceding any Closing, except for purchases that are disregarded for the Closing having an aggregate value exceeding five percent (5%) of the aggregate value of all its stock as of the beginning of such purposes under Treasury Regulation Section 1.1202-2 period and (iiic) the Company’s aggregate gross assets, as defined by Code Section 1202(d)(2), at no time between formation the date of the Company’s incorporation and through the First Closing have exceeded or will exceed $50 million, taking into account the assets of any corporations required to be aggregated with the Company in accordance with Code Section 1202(d)(3); provided, however, that in no event shall the Company be liable to the Purchasers or any other party Investors for any damages arising from any subsequently proven or identified error in the Company’s 's determination with respect to the applicability or interpretation of Section 1202 unless such determination shall have been given by the Company in a manner that was either grossly negligent or fraudulent.

Qualified Small Business Stock. As of and immediately following any the Closing: (i) the Company will be an eligible corporation as defined in Section 1202(e)(4) of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) the Company will not have made any purchases of its own stock described in Code Section 1202(c)(3)(B) during the one-year period preceding any Closing, except for purchases that are disregarded for the Closing having an aggregate value exceeding 5% of the aggregate value of all its stock as of the beginning of such purposes under Treasury Regulation Section 1.1202-2 period and (iii) the Company’s aggregate gross assets, as defined by Code Section 1202(d)(2), at no time between formation the inception of the Company and through the First Closing have exceeded or will exceed $50 million, taking into account the assets of any corporations required to be aggregated with the Company in accordance with Code Section 1202(d)(3); provided, provided however, that in no event shall the Company be liable to the Purchasers or any other party Investors for any damages arising from any subsequently proven or identified error in the Company’s determination with respect to the applicability or interpretation of Section 1202 unless such determination shall have been given by the Company in a manner that was either grossly negligent or fraudulent.

Qualified Small Business Stock. As of and immediately following any the Closing: (i) the Company will be an eligible corporation as defined in Section 1202(e)(4) of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) the Company will not have made any purchases of its own stock described in Code Section 1202(c)(3)(B) during the one-year period preceding any Closing, except for purchases that are disregarded for the Closing having an aggregate value exceeding 5% of the aggregate value of all its stock as of the beginning of such purposes under Treasury Regulation Section 1.1202-2 period and (iii) the Company’s aggregate gross assets, as defined by Code Section 1202(d)(2), at no time between formation January 24, 2003 and through the First Closing have exceeded or will exceed $50 million, taking into account the assets of any corporations required to be aggregated with the Company in accordance with Code Section 1202(d)(3); provided, however, that in no event shall the Company be liable to the Purchasers or any other party for any damages arising from any subsequently proven or identified error in the Company’s 's determination with respect to the applicability or interpretation of Section 1202 unless such determination shall have been given by the Company in a manner that was either grossly negligent or fraudulent.