Revocation of S election Sample Clauses

Revocation of S election. (i) Xxxxxx of revoking election.
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Revocation of S election. The Shareholders, acting unanimously, may cause the Company to revoke its election to be treated as an S corporation for federal and state income tax purposes on or before the Closing Date. If the Company so elects, Purchaser and Shareholders will cooperate, consent and take all actions necessary to cause the Company to elect to close its books on the last day of the short taxable year governed by Subchapter S of the Code and to allocate the Company’s items of income, losses, deductions, and credits among the Company’s shareholders as if the Taxable Period of the Company that includes the Closing Date consisted of two Taxable Periods, as permitted by Section 1362(e)(3) of the Code. Immediately after any such filing and, in any event, prior to the Closing, the Shareholders will notify the Purchaser of the filing of a Subchapter S revocation. Within 5 days after any such filing or, if earlier, at the Closing, the Shareholders will provide the Purchaser with a copy of the notice of revocation.
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Revocation of S election. On or immediately following the Closing Date, Buyer will cause the Company to revoke its election under Subchapter S of the Code so that the Company will be taxable as a corporation under Subchapter C of the Code from and after the Closing Date.
Sample 1
Revocation of S election. The undersigned shareholder of Xxxxxx Xxxxxxx Corporation (the Company”), TIN 00-0000000, in accordance with Section 1362(d) of the Internal Revenue Code of 1986, as amended (the “Code”), does hereby consent to the revocation of the election of the Company under Section 1362(a) of the Code to be an S Corporation, effective as of , 2017. Name and Address TIN No. of Shares owned Date(s) Acquired Tax Year End Under penalty of perjury, the undersigned shareholder declares that the foregoing information and the attached statement by the Company are to the undersigned’s knowledge, are true, correct and complete. [SHAREHOLDER NAME] By: Name: Title:
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Related to Revocation of S election

  • 83(b) Election You may make and file with the Internal Revenue Service an election under Section 83(b) of the Code with respect to the grant of the Restricted Shares hereunder, electing to include in your gross income as of the Grant Date the Fair Market Value of the Restricted Shares as of the Grant Date. You shall promptly provide a copy of such election to the Company. If you make and file such an election, you shall make such arrangements in accordance with Section 8 as are satisfactory to the Committee to provide for the timely payment of all applicable withholding taxes.

  • Section 83(b) Election Purchaser understands that Section 83(a) of the Code, taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" includes the right of the Company to buy back the Stock pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from the date the Stock is purchased. Even if the fair market value of the Stock at the time of the execution of this Agreement equals the amount paid for the Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stock.

  • Designation of Beneficiary The depositor may designate a beneficiary or beneficiaries to receive benefits from the custodial account in the event of the depositor’s death. In the event the depositor has not designated a beneficiary, or if all beneficiaries shall predecease the depositor, the following persons shall take in the order named:

  • Term and Election The Board of Trustees shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of trustees constituting the entire Board of Trustees. Within the limits above specified, the number of the Trustees in each class shall be determined by resolution of the Board of Trustees. The term of office of the first class shall expire on the date of the first annual meeting of Shareholders or special meeting in lieu thereof following the effective date of the Registration Statement relating to the Shares under the Securities Act of 1933, as amended. The term of office of the second class shall expire on the date of the second annual meeting of Shareholders or special meeting in lieu thereof following the effective date of the Registration Statement relating to the Shares under the Securities Act of 1933, as amended. The term of office of the third class shall expire on the date of the third annual meeting of Shareholders or special meeting in lieu thereof following the effective date of the Registration Statement relating to the Shares under the Securities Act of 1933, as amended. Upon expiration of the term of office of each class as set forth above, the number of Trustees in such class, as determined by the Board of Trustees, shall be elected for a term expiring on the date of the third annual meeting of Shareholders or special meeting in lieu thereof following such expiration to succeed the Trustees whose terms of office expire. The Trustees shall be elected at an annual meeting of the Shareholders or special meeting in lieu thereof called for that purpose, except as provided in Section 2.3 of this Article and each Trustee elected shall hold office until his or her successor shall have been elected and shall have qualified. The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the death, resignation, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the office, or removal, of a Trustee.

  • Revocation Elsevier or Copyright Clearance Center may deny the permissions described in this License at their sole discretion, for any reason or no reason, with a full refund payable to you. Notice of such denial will be made using the contact information provided by you. Failure to receive such notice will not alter or invalidate the denial. In no event will Elsevier or Copyright Clearance Center be responsible or liable for any costs, expenses or damage incurred by you as a result of a denial of your permission request, other than a refund of the amount(s) paid by you to Elsevier and/or Copyright Clearance Center for denied permissions. LIMITED LICENSE The following terms and conditions apply only to specific license types:

  • Revocation Period Executive has the right to revoke this Agreement for up to seven days after he signs it. In order to revoke this Agreement, Executive must sign and send a written notice of the decision to do so, addressed to [NAME] at [INSERT TITLE, AND ADDRESS], and that written notice must be received by Company no later than the eighth day after Executive signed this Agreement. If Executive revokes this Agreement, Executive will not be entitled to any of the consideration from Company described in paragraph 2 above.

  • Beneficiary Designation/Release of Information/Right to Reimbursement To the extent permitted by applicable Law and except as otherwise provided for in this Agreement, all beneficiary designations, authorizations for the release of information and rights to reimbursement made by or relating to SpinCo Employees under Company Benefit Plan shall be transferred to and be in full force and effect under the corresponding SpinCo Benefit Plan until such beneficiary designations, authorizations or rights are replaced or revoked by, or no longer apply, to the relevant SpinCo Employee.

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