TERMINATION OF CLOSE CORPORATION STATUS Sample Clauses

TERMINATION OF CLOSE CORPORATION STATUS. The Company's close corporation status shall not be terminated without the unanimous approval of the Stockholders. Any amendment deleting or terminating the effectiveness of Article V, Sections 1, 2 or 3 (the "Close Corporation Provisions") of the Certificate of Incorporation shall be deemed to be a termination of such status, and any proposal to delete or terminate such provisions shall, to be effective, be approved by all of the Stockholders. Termination of such status shall be deemed to be effective as of the date on which a certificate of amendment deleting (or amending, as provided above) such Close Corporation Provisions is filed with the Secretary of State of the State of Delaware, as provided in Section 345 of the General Corporation law of the State of Delaware, as amended. Prior to the termination of close corporation status in accordance with the foregoing provisions, the Stockholders agree not to take any action that could jeopardize the close corporation status of the Company. In addition to any other remedies the Company and the Stockholders may have pursuant to the provisions of the General Corporation law of the State of Delaware, the Company and the Stockholders shall be entitled to seek the equitable remedies of injunction to prevent a breach of such agreement and of specific performance to enforce such agreement as provided in Section 8.2 (even prior to the initiation of arbitration proceedings pursuant to Article VII of this Agreement).
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TERMINATION OF CLOSE CORPORATION STATUS 
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Related to TERMINATION OF CLOSE CORPORATION STATUS

  • 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.

  • Organization Status The Dealer Manager is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.

  • Certification Status The Engineer certifies that it is not: 1. a person required to register as a lobbyist under Chapter 305, Government Code; 2. a public relations firm; or 3. a government consultant.

  • No Liability for Election of Recommended Directors No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

  • Shell Company Status The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).