Common use of S Corporation Status Clause in Contracts

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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Critical Homecare Solutions Holdings, Inc.), Partnership Interest Purchase Agreement (Critical Homecare Solutions Holdings, Inc.)

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S Corporation Status. The Company and Seller Sellers 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 other than the sale of the Company’s stock pursuant to this Agreement, and any elections with respect thereto, 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.

Appears in 1 contract

Samples: Share Purchase Agreement (Callaway Golf Co)

S Corporation Status. The Company and Seller shall not revoke the Company’s election to be taxed as an S corporation within Corporation, and the meaning of Code § 1361 and § 1362. The Company and Sellers Seller shall not take or allow any action that would could result in the termination of the Company’s status as a validly electing an S corporation within the meaning of Code § 1361 and § 1362Corporation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intersections Inc)

S Corporation Status. The Company and Seller Shareholders shall not revoke the Company’s 's election to be taxed as an S corporation within the meaning of Code § Sections 1361 and § 13621362 of the Code. The Company and Sellers Shareholders shall not take or allow any action that would result in the termination of the Company’s 's status as a validly electing S corporation within the meaning of Code § Sections 1361 and § 13621362 of the Code, except for those transactions contemplated by the Agreement.

Appears in 1 contract

Samples: Merger Agreement (Fidelity National Information Solutions Inc)

S Corporation Status. The Sellers will not, and will not allow the Company and Seller shall not to, revoke the Company’s 's election to be taxed as an S corporation within the meaning of Code § sections 1361 and § 1362. The Sellers will not, and will not allow the Company and Sellers shall not to, take or allow any action that would result in the termination of the Company’s 's status as a validly electing existing S corporation within the meaning of Code § sections 1361 and § 1362.

Appears in 1 contract

Samples: Stock Purchase Agreement (Advanced Communication Systems Inc)

S Corporation Status. The Company and Seller the Company Stockholders shall not revoke the Company’s election to be taxed as an S corporation within the meaning of Code § Sections 1361 and § 1362. The Company and Sellers shall not take or allow any action that would result in the termination 1362 of the Company’s status as a validly electing S corporation within Code (or any comparable state or local laws) for any period prior to and including the meaning of Code § 1361 and § 1362Closing Date.

Appears in 1 contract

Samples: Merger Agreement (On Assignment Inc)

S Corporation Status. The Company and Seller Sellers 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 other than the sale of Company’s stock pursuant to this agreement 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Investors Title Co)

S Corporation Status. The Company and Seller shall not revoke the Company’s 's election to be taxed as an S corporation within the meaning of Code § Sections 1361 and § 1362. The Company and Sellers Seller shall not take or allow any action other than the sale of the Company's stock pursuant to this Agreement that would result in the termination of the Company’s 's status as a validly electing S corporation within the meaning of Code § Sections 1361 and § 1362.

Appears in 1 contract

Samples: Stock Purchase Agreement (Clearwire Corp)

S Corporation Status. The Company and Seller shall Sellers will not revoke the Company’s 's election to be taxed as an S corporation within the meaning of Code § 1361 ss.ss.1361 and § 1362. The Company and Sellers shall will not take or allow any action action, other than the sale of the Company's stock pursuant to this Agreement, that would result in the termination of the Company’s 's status as a validly electing S corporation. The parties intend that the sale of the Shares pursuant to this Agreement will terminate the Company's status as a validly electing S corporation within as of the meaning of Code § 1361 and § 1362Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Neenah Foundry Co)

S Corporation Status. The Company and Seller the Shareholders shall not revoke the Company’s election to be taxed as an S corporation within the meaning of Code § Sections 1361 and § 1362. The Company and Sellers the Shareholders shall not take any 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 § Sections 1361 and § 1362.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Safenet Inc)

S Corporation Status. The Company and Seller Sellers 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 other than the sale of the Company’s stock pursuant to this Agreement 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Municipal Mortgage & Equity LLC)

S Corporation Status. The Company and Seller shall not revoke the Company’s 's election to be taxed as an S corporation Corporation within the meaning of Code § Sections 1361 and § 1362. The Company 1362 of the Code and Sellers shall not take or allow any action that would result in the termination of the Company’s 's status as a validly electing S corporation within the meaning of Code § Sections 1361 and § 13621362 of the Code.

Appears in 1 contract

Samples: Stock Purchase Agreement (Healthstream Inc)

S Corporation Status. The Sellers and the Company and Seller shall not revoke the Company’s election to be taxed as an S corporation within the meaning of Code § Sections 1361 and § 1362. The Company 1362 of the Code, and Sellers shall not take or allow any action (other than the sale of the Stock pursuant to this Agreement) that would result in the termination of the Company’s status as a validly electing S corporation within the meaning of Code § Sections 1361 and § 13621362 of the Code.

Appears in 1 contract

Samples: Stock Purchase Agreement (SKYX Platforms Corp.)

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 § Sections 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 § Sections 1361 and § 1362.

Appears in 1 contract

Samples: Stock Purchase Agreement (Phoenix Technologies LTD)

S Corporation Status. The Company Corporation and Seller shall the Sellers will not revoke the Company’s Corporation's election to be taxed as an S corporation within the meaning of Code § ss. ss. 1361 and § 1362. The Company and Sellers shall Corporation will not take or allow any action other than the sale of the Stock pursuant to this Agreement that would result in the termination of the Company’s Corporation's status as a validly electing S corporation within the meaning of Code § ss. ss. 1361 and § 1362.

Appears in 1 contract

Samples: Stock Purchase Agreement (Marex Com Inc)

S Corporation Status. The Company and Seller Sellers shall not revoke the Company’s 's election to be taxed as an S corporation within the meaning of Code § sections 1361 and § 1362. The Company and Sellers shall not take or allow any action that would result in the termination of the Company’s 's status as a validly electing S corporation within the meaning of Code § sections 1361 and § 1362.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sapient Corp)

S Corporation Status. The Company and Seller Shareholder shall not revoke the Company’s election to be taxed as an S corporation within the meaning of Code § Sections 1361 and § 1362. The Company and Sellers Shareholder shall not take or allow any action (other than the sale of the Shares pursuant to this Agreement) that would result in the termination of the Company’s status as a validly electing S corporation within the meaning of Code § Sections 1361 and § 1362.

Appears in 1 contract

Samples: Stock Purchase Agreement (Horizon Health Corp /De/)

S Corporation Status. The Company and Seller the Shareholders shall not revoke the Company’s election to be taxed as an S corporation within the meaning of Code § Sections 1361 and § 1362. The Company and Sellers the Shareholders shall not take or allow any action (other than the sale of the Company stock pursuant to this Agreement) that would result in the termination of the Company’s status as a validly electing S corporation within the meaning of Code § Sections 1361 and § 1362.

Appears in 1 contract

Samples: Stock Purchase Agreement (Horizon Health Corp /De/)

S Corporation Status. The Company and Seller shall not and the Stockholders shall not cause the Company to revoke the Company’s 's election to be taxed as an S corporation within the meaning of Code § Sections 1361 and § 1362. The Company and Sellers the Stockholders shall not take or allow any action (other than the sale of the Company's stock pursuant to this agreement) that would result in the termination of the Company’s 's status as a validly electing S corporation within the meaning of Code § Sections 1361 and § 1362.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Perini Corp)

S Corporation Status. The Other than entering into the transaction contemplated by this Agreement, the Company and Seller shall Sellers will not revoke the Company’s 's election to be taxed as an S corporation within the meaning of Code § Sections 1361 and § 1362. The Company and Sellers shall will not take or allow any action that would result in the termination of the Company’s 's status as a validly electing elected S corporation within the meaning of Code § Sections 1361 and § 1362.

Appears in 1 contract

Samples: Stock Purchase Agreement (SCS Transportation Inc)

S Corporation Status. The Other than as expressly set forth herein, Company and Seller shall not revoke the Company’s election to be taxed as an S corporation within the meaning of Code § Sections 1361 and § 13621362 of the Code. The Other than as expressly set forth herein (including the sale of the Shares), Company and Sellers Seller 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 § Sections 1361 and § 13621362 of the Code.

Appears in 1 contract

Samples: Stock Purchase Agreement (Babyuniverse, Inc.)

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S Corporation Status. The Company Corporation and Seller Sellers shall not revoke the CompanyCorporation’s election to be taxed as an S corporation within the meaning of Code § Sections 1361 and § 1362. The Company Corporation and Sellers shall not intentionally take or intentionally allow any action that would result in the termination of the CompanyCorporation’s status as a validly electing S corporation within the meaning of Code § Sections 1361 and § 1362.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ventana Medical Systems Inc)

S Corporation Status. The Company and Seller shall will not revoke the Company’s 's election to be taxed as an S corporation within the meaning of Code § Sections 1361 and § 1362. The Company and Sellers shall Seller will not take or allow any action other than the sale of the Company's stock pursuant to this agreement that would result in the termination of the Company’s Target's status as a validly electing S corporation within the meaning of Code § Sections 1361 and § 1362.

Appears in 1 contract

Samples: Stock Purchase Agreement (Officeland Inc)

S Corporation Status. The Shareholders will not revoke, and will cause the Company and Seller shall not revoke to 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 Shareholders will 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.

Appears in 1 contract

Samples: Confidentiality Agreement (Alpha NR Holding Inc)

S Corporation Status. The Company and Seller shall Sellers will not revoke the Company’s 's election to be taxed as an S corporation within the meaning of Code § Sections 1361 and § 13621362 of the Code. The Company and Sellers shall will not take or allow any action (other than the consummation of the transactions contemplated by this Agreement if no Tax Election will be made) that would result in the termination of the Company’s 's status as a validly electing S corporation within the meaning of Code § 1361 and § 1362corporation.

Appears in 1 contract

Samples: Merger Agreement (Innotrac Corp)

S Corporation Status. The Company and Seller Stockholders shall not revoke the Company’s election to be taxed as an S corporation within the meaning of Code § Section 1361 and § 1362Section 1362 of the Code. The Company and Sellers Stockholders shall not take or allow any action other than the sale of the Company’s stock pursuant to this agreement that would result in the termination of the Company’s status as a validly electing S corporation within the meaning of Code § Section 1361 and § 1362Section 1362 of the Code.

Appears in 1 contract

Samples: Stock Purchase Agreement (Natus Medical Inc)

S Corporation Status. The Company and Seller the Stockholders shall not revoke the Company’s election to be taxed as an S corporation within the meaning of Code § Sections 1361 and § 1362. The Company and Sellers the Stockholders shall not take or allow any action other than the sale of the Company’s stock pursuant to this Agreement that would result in the termination of the Company’s status as a validly electing S corporation within the meaning of Code § Sections 1361 and § 1362.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sunlink Health Systems Inc)

S Corporation Status. The Company and Seller shall will not revoke the Company’s 's election to be taxed as an S corporation within the meaning of Code § 1361 ss.ss.1361 and § 1362. The Company and Sellers shall Seller will not take or allow any action action, other than the sale of Company's stock pursuant to this Agreement, that would result in the termination of the Company’s 's status as a validly electing S corporation within the meaning of Code § 1361 ss.ss.1361 and § 1362.

Appears in 1 contract

Samples: Stock Purchase Agreement (D & K Healthcare Resources Inc)

S Corporation Status. The Sellers and the Company and Seller shall not revoke the Company’s election to be taxed as an S corporation within the meaning of Code § Sections 1361 and § 13621362 of the Code. The Neither the Sellers, the Buyer, nor the Company and Sellers shall not take or allow any action (other than the sale of the Company’s stock pursuant to this Agreement) that would result in the termination of the Company’s status as a validly electing S corporation within the meaning of Code § Sections 1361 and § 13621362 of the Code.

Appears in 1 contract

Samples: Stock Purchase Agreement (Albany Molecular Research Inc)

S Corporation Status. The Company and Seller Shareholder shall not revoke the Company’s election to be taxed as an S corporation within the meaning of Code § Sections 1361 and § 1362. The Company and Sellers Shareholder 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 § Sections 1361 and § 1362.

Appears in 1 contract

Samples: Stock Purchase Agreement (Phoenix Technologies LTD)

S Corporation Status. The Company and Seller shall Stockholders will not revoke the Company’s 's election to be taxed as an S corporation within the meaning of Code § 1361 ss.ss.1361 and § 1362. The Company and Sellers shall Stockholders will not take or allow any action action, other than in accordance with the transactions contemplated herein, that would result in the termination of the Company’s 's status as a validly electing S corporation within the meaning of Code § 1361 ss.ss.1361 and § 1362.

Appears in 1 contract

Samples: Stock Purchase Agreement (Fti Consulting Inc)

S Corporation Status. The Company and Seller shall Sellers will not revoke the Company’s election to be taxed as an S corporation within the meaning of Code § Sections 1361 and § 1362. The Company and Sellers shall not 1362 in any tax jurisdiction, or take or allow any other action that would result in preclude the termination parties from making elections under Section 338(h)(10) of the Company’s status as a validly electing S corporation within the meaning of Code § 1361 and § 1362comparable elections under state law pursuant to Section 7.2.

Appears in 1 contract

Samples: Stock Purchase Agreement (Webmd Corp /New/)

S Corporation Status. The Company and Seller Sellers shall not revoke the Company’s election to be taxed as an S corporation within the meaning of Code § sections 1361 and § 1362. The Company and Sellers shall not take or allow any action other than the sale of the Shares pursuant to this Agreement that would result in the termination of the The Company’s status as a validly electing S corporation within the meaning of Code § sections 1361 and § 1362.

Appears in 1 contract

Samples: Stock Purchase Agreement (Peerless Manufacturing Co)

S Corporation Status. The Company Companies and Seller Sellers shall not revoke the Company’s election Companies’ elections to be taxed as an S corporation corporations within the meaning of Code § Sections 1361 and § 13621362 of the Code. The Company Companies and Sellers shall not take or allow any action that would result in the termination of the Company’s status of either Company as a validly electing S corporation within the meaning of Code § Sections 1361 and § 13621362 of the Code.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (RCS Capital Corp)

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