Termination of S Corporation Election Sample Clauses

Termination of S Corporation Election. 38 (b) Allocation of Income..........................................38 (c) Tax Returns...................................................38 (d) Post-Closing Tax Audits.......................................38 6.17 Best Efforts and Further Assurances................................38 6.18 Post-Closing Audit.................................................39 6.19 Cooperation Following the Closing..................................40
Sample 1
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Termination of S Corporation Election. The parties acknowledge and intend that Company's status as an "S" corporation will end on the last day of the S Corporation Period in accordance with the provisions of Section 1362(e)(1)(A) of the Code and Company's status as a "C" corporation will begin immediately after the S Corporation Period in accordance with the provisions of Section 1362(e)(1)(B) of the Code.
Sample 1
Termination of S Corporation Election. (a) By Consent or Revocation. Neither the Company nor any ------------------------ Stockholder, by any act or failure to act, shall terminate, or have the effect of terminating, the S Corporation Election, unless the Company, by written resolution of its Board of Directors, first directs or consents to such act or failure to act, and Stockholders holding at least fifty-two percent (52%) of the Shares shall consent to such action or failure to act. Thereafter, each Stockholder shall promptly act or fail to act as may be necessary or advisable to terminate the S Corporation Election as and when the Company so directs or consents. In addition, in the event that both a majority of the Board of Directors and the Stockholders, by the affirmative vote of holders of at least fifty-two percent (52%) of the Shares, determine to terminate the Company's status as an S Corporation, each Stockholder, if requested, will execute a consent to such revocation in the form prescribed by the Internal Revenue Service ("IRS") and shall deliver such consent to the Company.
Sample 1

Related to Termination of S Corporation Election

  • Termination of 401(k) Plan The Company agrees to terminate its 401(k) plan immediately prior to the Closing, unless Parent, in its sole and absolute discretion, agrees to sponsor and maintain such plan by providing the Company with notice of such election at least five days before the Effective Time.

  • 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.

  • Termination of Company Upon the completion of the liquidation of the Company and the distribution of all Company assets, the Company's affairs shall terminate and the Liquidator shall cause to be executed and filed an appropriate certificate, if required, to such effect in the proper governmental office or offices, as well as any and all other documents required to effectuate the termination of the Company.

  • Number Designation Election Term Etc Section 1.

  • Termination of Supplement This Supplement shall cease to be of further effect when all outstanding Series 2023-1 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or stolen Series 2023-1 Notes which have been replaced or paid) to the Trustee for cancellation, ABRCF has paid all sums payable hereunder, and, if the Series 2023-1 Demand Note Payment Amount on the Multi-Series Letter of Credit Termination Date was greater than zero, all amounts have been withdrawn from the Series 2023-1 Cash Collateral Account in accordance with Section 2.8(i).

  • Supplemental Executive Retirement Plan The Executive shall participate in the Company's Unfunded Pension Plan for Selected Executives (the "SERP").

  • Termination of Service for Cause If your Service is terminated by the Company for Cause or if you commit an act(s) of Cause while this Option is outstanding, as determined by the Committee in its sole discretion, then you shall immediately forfeit all rights to your Option without consideration, including any vested portion of the Option, and the entire Option shall immediately expire, and any rights, payments and benefits with respect to the Option shall be subject to reduction or recoupment in accordance with the Clawback Policy and the Plan. For avoidance of doubt, your Service shall also be deemed to have been terminated for Cause by the Company if, after your Service has otherwise terminated, facts and circumstances are discovered that would have justified a termination for Cause, including, without limitation, your violation of Company policies or breach of confidentiality or other restrictive covenants or conditions that may apply to you prior to or after your Termination Date.

  • 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.

  • 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.

  • Effect of Death, Resignation, etc of a Trustee. The death, declination, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled as provided in Article IV, Section 1, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust.

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