Transfer of 100 percent of QSub Sample Clauses

The 'Transfer of 100 percent of QSub' clause governs the complete transfer of ownership of a Qualified Subchapter S Subsidiary (QSub) from one party to another. In practice, this clause outlines the conditions, procedures, and necessary approvals required for the seller to transfer all shares or interests in the QSub, ensuring that the buyer acquires full control and that the QSub's S corporation status is maintained or properly addressed. This clause is essential for facilitating clear and legally compliant ownership transitions, minimizing disputes, and ensuring that both parties understand their rights and obligations during the transfer process.
Transfer of 100 percent of QSub. X, an S corporation, owns 100 percent of the stock of Y, a corporation for which a QSub election is in effect. Z, an unrelated C cor- poration, acquires 100 percent of the stock of
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Transfer of 100 percent of QSub. X, an S corporation, owns 100 percent of the stock of Y, a corporation for which a QSub election is in effect. Z, an unrelated C cor- poration, acquires 100 percent of the stock of (c) Election after QSub termination— (1) In general. Absent the Commissioner’s consent, and except as provided in paragraph (c)(2) of this section, a cor- poration whose QSub election has ter- minated under paragraph (a) of this section (or a successor corporation as defined in§ 1.1362–5(b)) may not make an S election under section 1362 or have a QSub election under section 1361(b)(3)(B)(ii) made with respect to it for five taxable years (as described in section 1361(b)(3)(D)). The Commis- sioner may permit an S election by the corporation or a new QSub election with respect to the corporation before the five-year period expires. The cor- poration requesting consent to make the election has the burden of estab- lishing that, under the relevant facts and circumstances, the Commissioner should consent to a new election.
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Related to Transfer of 100 percent of QSub

  • Transfer of Stock Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

  • Restriction on Transfer of Voting Rights During the Voting Period, Stockholder shall ensure that: (a) none of the Subject Securities is deposited into a voting trust; and (b) no proxy is granted, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Securities.

  • Transfer of Control Transfer of control shall take place at the AoR boundary, unless otherwise specified in paragraph E.3.

  • Transfer of Voting Rights Stockholder agrees that, during the period from the date of this Agreement through the Expiration Date, Stockholder shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy or enter into any voting agreement or similar agreement in contravention of the obligations of Stockholder under this Agreement with respect to any of the Shares.

  • Transfer of Business Where a transfer of business occurs, an Employee who worked with the old employer and who continues in the service of the new employer will be entitled to count her/his service with the old employer as service with the new employer for the purposes of this clause.