Common use of 338 Election Clause in Contracts

338 Election. Each of the Stockholders agree, if so directed by Parent, to join with Parent and Newco in making an election under Section 338(h) of the Code (and any corresponding elections under state, local, or foreign tax law) with respect to a purchase and sale of the Company Stock; PROVIDED HOWEVER, that no election shall be made if, as a result of the election, the Stockholders would incur any adverse tax or other consequences not otherwise reimbursed by Parent or Newco to the Stockholders.