Extract to table

338(h)(10)-1(c), all selling stockholders must consent to the election

0%), and all other stockholders must agree to the election as a condition of its validity

The election must be agreed upon and documented before the SPA is executed

The Virginia corporate income tax on the deemed gain must be incorporated into the cost-benefit analysis of the Section 338(h)(10) election

However, we must carefully structure any post-closing distribution provisions in the AcquisitionCo operating agreement to avoid triggering the disguised sale presumption

If the parties ultimately elect to make a Section 338(h)(10) election, the interaction with the Holliday rollover is complex and must be carefully analyzed