Revocation of S Corporation Status Sample Clauses

Revocation of S Corporation Status. The Company shall revoke its ---------------------------------- status as an S corporation pursuant to an election, as permitted pursuant to Section 1362(d)(1) of the Code, which election shall be made by the Company and the Shareholders and shall be effective on the Termination Date. The revocation shall be made in accordance with and in the manner provided by Treasury Regulation Section 1.1362-6(a)(3) and shall be substantially in the form attached hereto as Exhibit A.
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Revocation of S Corporation Status. 8 Section 3.03.
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Revocation of S Corporation Status. Notwithstanding Section 1362(d)(1)(B) of the Code, the Corporation and each of the Shareholders agree that the Corporation's election to be an S corporation may be revoked by the Directors on behalf of the Shareholders pursuant to the authority of the Directors in Section 2.03 hereof. Each Shareholder will cooperate with and execute any filing with the IRS necessary to effectuate such revocation. Upon such revocation, Article Three of this Agreement shall become void and of no further force or effect.
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Revocation of S Corporation Status. Except as may be required under Section 1362(d)(1)(B) of the Code (Shareholders holding a majority of the issued and outstanding Shares), the Corporation and each of the Shareholders agree that the Corporation’s election to be an S corporation may be revoked by the Directors on behalf of the Shareholders pursuant to the authority of the Directors in Section 2.03 hereof. Each Shareholder will cooperate with and execute any filing with the IRS necessary to effectuate such revocation. Upon such revocation, Article Three of this Agreement shall become void and of no further force or effect.
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Revocation of S Corporation Status. The Company shall revoke its status as an S corporation pursuant to Section 1362(d)(1) of the Code, which election shall be made by the Company and consented to by Shareholders holding more than 50% of the issued and outstanding shares of the Company (including nonvoting stock) and shall be effective on the Termination Date. The revocation and consents shall be made in accordance with and in the manner provided by Treasury Regulation § 1.1362-6(a)(3) and shall be substantially in the form attached hereto as Exhibit A. Each of the executive officers of the Company is authorized and directed to execute and timely file such revocation with the Internal Revenue Service and to set forth in such revocation the Termination Date, which date shall be determined by the officer(s) executing such revocation and which such date shall not be later than the day before the date of pricing of the IPO.
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Revocation of S Corporation Status 
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Related to Revocation 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.

  • 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.

  • 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.

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

  • Disqualification of Form S-1 For a period equal to seven (7) years from the date hereof, the Company will not take any action or actions which may prevent or disqualify the Company’s use of Form S-1 (or other appropriate form) for the registration of the Warrants under the Act.

  • Designation of Start-up Day The Closing Date is hereby designated as the "start-up day" of each of the Upper-Tier REMIC and Lower-Tier REMIC within the meaning of Section 860G(a)(9) of the Code.

  • 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.

  • Resignation of Directors A director may resign at any time by delivering written notice to the Board, its Chairman (as hereinafter defined), if any, or the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

  • Effect of Death, Resignation, etc. of a Trustee The death, resignation, retirement, removal, incapacity, or inability of the Trustees, or any one of them, shall not operate to terminate the Trust or any Series or to revoke any existing trust or agency created pursuant to the terms of this Trust Instrument.

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