S Termination Date definition

S Termination Date means the date on which the S corporation status of the Company is terminated pursuant to Section 1362(d)(2) of the Code.
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S Termination Date has the meaning given in Section 4.10.
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S Termination Date. As used herein, "Cause" shall mean (a) a breach by the Holder of a covenant contained in the Holder's offer letter or confidentiality agreement; (b) willful misconduct or the habitual neglect of duties or gross misconduct materially injurious to the Parent or the Company; (c) a charge of any felony, a misdemeanor or a crime materially affecting the Company or Parent; (d) insubordination or continued failure to perform in a professional manner; or (e) the continued and habitual use of narcotics or alcohol to an extent which materially impairs the performance of duties.
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Examples of S Termination Date in a sentence

  • The S Termination Date shall be on the date of the Effective Time of the Merger.

  • As defined in Section 1362(e)(1)(A) of the Code, the S Short Year of the Company shall be that portion of its S Termination Year beginning on the initial day of its fiscal year and ending on the day immediately preceding the S Termination Date.

  • The Shareholders shall pay any and all Taxes that are imposed on the Shareholders or the Company as a result of the Company's S election being treated as invalid or ineffective for any reason or such election being revoked or terminated prior to the S Termination Date.

  • The Acquiree is not and will not be liable for any taxes imposed under Code Sections 1374 or 1375 and has been an S Corporation from June 1, 1989 to the S Termination Date.

  • Acquiree Shareholders will be responsible for filing the short period S return ending on the S Termination Date, which return shall be reported on the closing of the books method as set forth in Code Section 1362(e)(3) and the Acquiree shall comply with any necessary requirements for making such election.

  • The Shareholders shall pay any and all Taxes that are imposed on the Shareholders or the Company as a result of the Company's S Election being treated as invalid or ineffective for any reason or such election being revoked or terminated prior to the S Termination Date.

  • The S Short Year of the Company shall be that portion of its S Termination Year beginning on the initial day of its fiscal year and ending on the day immediately preceding the S Termination Date.

  • Prior to the S Termination Date, the Company will declare a distribution to the Existing Stockholders that will include all of the Subsidiaries' previously earned and undistributed S corporation earnings through the S Termination Date (the "S Corporation Distribution").

  • The S Corporation Distribution will be distributed in the form of promissory notes due within six months of the S Termination Date bearing interest at 8% per annum ("S Distribution Notes").

  • Acquiree will be responsible for filing the short period S return ending on the S Termination Date, which return shall be reported on the closing of the books method as set forth in Code Section 1362(e) (3) and the Acquiree shall comply with any necessary requirements for making such election.

Related to S Termination Date

  • Series Termination Date means, with respect to any Series of Certificates, the date stated in the related Supplement.

  • Outside Termination Date shall have the meaning set forth in Section 8.01(f).

  • Mandatory Termination Date means the "Termination Date" set forth under "Investment Summary--Essential Information" in the Prospectus for the Trust.

  • Final Termination Date means the last date of the final year in which the Applicant is required to Maintain Viable Presence and as further identified in Section 2.3.E of this Agreement.

  • Initial Termination Date has the meaning set forth in Section 9.1(b)(i).

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

  • Service Termination Date means the last Day in a month upon which Service shall terminate, as set forth in a Schedule of Service and subject to any renewal thereof.

  • Extended Termination Date has the meaning specified in Section 2.16(c).

  • Facility Termination Date means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated, (b) all Obligations have been paid in full (other than contingent indemnification obligations), and (c) all Letters of Credit have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the Administrative Agent and the L/C Issuer shall have been made).

  • Event Termination Date See Section 2(e) hereof.

  • Agreement Termination Date is defined in Section 7.4.

  • Liquidity Termination Date means the earlier to occur of the following:

  • Escrow Termination Date has the meaning ascribed to such term in Section 9.12.

  • Optional Termination Date Any Distribution Date on or after which the Stated Principal Balance (after giving effect to distributions to be made on such Distribution Date) of the Mortgage Loans is less than 10.00% of the Cut-off Date Balance.

  • Scheduled Termination Date means July 9, 2021 or any succeeding date to which the term of this Agreement is extended pursuant to Section 2.02.

  • Accrual Termination Date Not applicable.

  • Senior Termination Date For each Senior Certificate Group, the Distribution Date on which the aggregate Class Certificate Balance of the related Classes of Senior Certificates has been reduced to zero.

  • Offering Termination Date means the last day of each March, June, September and December following an Offering Commencement Date, or such other Offering Termination Date established in connection with a Terminating Event.

  • Lease Termination Date means the last day of the Lease Term.

  • Standstill Termination Date means the earlier of (i) the first anniversary of the Board Rights Termination Date and (ii) the later of (A) the third anniversary of this Agreement or (B) the first anniversary of the date on which both the Purchaser Designated Director has resigned from the Board and the Purchaser has permanently waived and renounced the Purchaser’s Board observation rights and Board designation rights in Section 1 and Section 2 of this Agreement.

  • Early Termination Date means the date determined in accordance with Section 6(a) or 6(b)(iv).

  • Company Termination Event has the meaning set forth in Section 10 hereof.

  • Availability Termination Date means, as to either Borrower, the earliest of (a) the Maturity Date for such Borrower, (b) the reduction of the Borrower Sublimit of such Borrower to zero pursuant to Section 2.8.3 or termination of the obligation to make Loans to, or issue Letters of Credit for the account of, such Borrower pursuant to Section 8.1 and (c) the date of termination in whole of the Aggregate Commitment and the Commitments pursuant to Section 2.8.3 or Section 8.1.

  • Employment Termination Date means, with respect to a Participant, the first day upon which the Participant no longer has an employment or service relationship with the Company or any Related Company.

  • Stated Termination Date means, with respect to the Revolving Credit Facility, March 4, 2027 and, with respect to any Extended Revolving Credit Facility, the maturity date set forth in the Extension Agreement related thereto.

  • Commitment Termination Date means the earlier of (a) the Maturity Date and (b) the earlier termination in whole of the Commitments pursuant to Section 2.04 or Article VII.