S Election Clause Samples

S Election. Fidelity is an S corporation with an effective date of its S election on January 1, 1997.

S Election. If the corporation is an "S" corporation at the time of the transfer and sale of its stock, the transferee and new stockholder shall be required to consent in writing not to revoke such "S" election without the unanimous approval of all other stockholders. Such written consent shall be submitted prior to the delivery of the shares to the transferee.

S Election. Sellers and their spouses shall execute and cause the Corporation to execute Internal Revenue Service forms 2553 so as to elect the provisions of Subchapter S of the United States Internal Revenue Code, sections 1361, et seq., effective January 1, 1997 and shall deliver fully completed forms 2553 with all of their signatures to Purchaser on or before the earlier of the Closing Date or January 15, 1997.

S Election. Optionee acknowledges that the Company has elected “S” corporation status under the Internal Revenue Code of 1986, as amended (the “Code”). Optionee agrees that he shall execute or cause to be executed any form or document determined by the Company or its legal counsel to be necessary or appropriate to be executed in order to elect, reinstate, preserve, maintain and maximize the potential benefit of, the Company’s “S” corporation status. In addition, Optionee hereby agrees and covenants that he will not (i) transfer any shares of Stock to any individual who is not a citizen or resident of the United States or to any entity that would cause the Company to cease to be eligible for “S” corporation status under the Code, or (ii) perform or do (or neglect to perform or do) any other act which would or might have the effect of disqualifying the Company’s “S” corporation status under the Code. Optionee further agrees that the Company, upon the consent of a majority of the entire Board, may terminate the “S” corporation election. In such event, Optionee agrees that he shall execute or cause to be executed any form or document determined by the Company or its legal counsel to be necessary or appropriate to be executed in order to terminate the Company’s “S” corporation status.

S Election. Upon Parent’s election, the Company and each Company Stockholder shall file the election provided for under Section 1362(a) of the Code with respect to the Company (the “S Election”). The S Election shall request an effective date of January 1, 2010. The Company Stockholders shall execute at the Closing IRS Form 2553.

S Election. The Company has made a valid election to be treated as an S Corporation within the meaning of Section 1361 of the Internal Revenue Code, and such election has been in effect for each taxable year of the Company commencing January 1, 1984. The Company has qualified and will qualify as an S Corporation at all times from the effective date of election up to and including the date hereof.

S Election. 49 Section 7.12. ERISA....................................................................... 49

S Election. All appointments and promotions of regular employees shall be made with the following factors considered: A. The primary consideration shall be the individual’s qualifications. B. Where qualifications are equal, then seniority shall prevail. 14.1.3.1 In order to determine qualifications, the Employer shall fill vacancies in an objective manner using the Hiring Committee Procedure developed by the Labor Management Committee. 14.1.3.2 The Employer agrees not to pre-select employees. The Employer and the Union shall jointly determine the testing procedures which may include written, practical and oral examinations before a Hiring Committee of two

S Election. MicroVision has had in effect a valid election to be taxed as an S corporation under Section 1362(a) of the Code at all times since January 1, 1994. Since the date of the S election, neither MicroVision nor any Shareholder has (a) revoked the S election, (b) received notification from the Internal Revenue Service that the S election was invalid or has been terminated or (c) has had any reason to believe the S election was invalid or may be terminated.