S Status. The Company shall maintain its tax status as a subchapter S -------- corporation up to the Closing and the Company and the Shareholders shall not revoke or otherwise terminate the election of the Company to be treated as a subchapter S corporation.
S Status. The Company and each Founder, for and on behalf of himself, -------- his estate, his executors or administrators and transferees, direct or indirect, covenant and agree not to do any act or fail to do any act, the commission or omission of which would voluntarily or involuntarily cause the termination of the election of the Company and the stockholders of the Company to be treated as an S Corporation under and pursuant to Subchapter S of the Internal Revenue Code of 1986, as amended, unless and until all of the Founders agree to such termination. For as long as the Company remains an S corporation, the parties hereto agree that the Company shall make Tax Distributions to the Founders each year. For purposes hereof, "Tax Distributions" shall mean an amount equal to ----------------- the net taxable income and/or net gain of the Company required to be reported by the Founders, multiplied by a percentage, accurate to three decimal points, that is equal to the highest "effective combined income-tax rate" applicable to any Founder, such effective combined income-tax rate to take into account the combined effects of federal and state income taxation (but not city or other local income taxes), including but not limited to any deduction, for federal purposes, of state income taxes paid. The determination of the effective combined income-tax rate referred to in the preceding sentence shall be made by the accountants retained by the Company to prepare its tax returns for each year, and such determination shall be conclusive. The purpose of the Tax Distribution is to pay the Founders an amount not less than the federal and state income tax liabilities incurred by them with respect to the Company's taxable income and gain in each year, as a result of the Company's status as an S corporation. The Tax Distribution for each tax year shall be declared by the Board of Directors and distributed in accordance with the prevailing tax laws governing estimated tax payments, and shall be expressly denominated by the Board of Directors as a Tax Distribution.
S Status. Sellers shall take no action from the date hereof through the Closing Date that would have the effect of terminating the Company’s S election for Federal or State tax purposes.
S Status. Mint has been an S Corporation within the meaning of Section 1361 of the Code since its formation.
S Status. The Holder and Mint shall maintain Mint's tax status as an S Corporation up to the Closing Date, and the Holder and Mint shall not revoke or otherwise terminate the election of Mint to be treated as an S Corporation.
S Status. 21 ARTICLE V
S Status. Except as set forth in Schedule 3.5.(e), the Company (but not Subsidiary) has validly elected to be taxed as a Subchapter S corporation for federal income tax purposes, and for all relevant state or local income tax purposes which recognize such status, for its tax year beginning January 1, 1994 and such status shall not terminate before the Closing Date.
S Status. Up to the Effective Time, the Company shall take all actions within its control to, and shall not fail to take any actions to maintain its tax status as an S Corporation for federal and (to the extent S Corporation is recognized) state, local and foreign tax purposes. The Company shall use its best efforts to ensure that no stockholder of the Company takes any action to revoke or otherwise terminate the election of the Company to be treated as an S Corporation.
