definiens: within the meaning of Section 368(a ) of the Code, and the Treasury Regulations promulgated thereunder, and this Agreemen t is intended to be and is adopted as a within the meaning of Sections 354 and 361 of the Code . Parent, Merger Sub and the Company shall ( A ) use reasonable best efforts to cause the Merger to qualify as a within th e meaning of Section 368(a ) of the Code with respect to which Parent and the Company will each be a within the meaning of Section 368(b ) of the Code and ( B ) not, and shall not permit or cause any of its respective subsidiaries to, take any action that could, or agree to take any action that could, reasonably be expected to prevent or impede the Merger from qualifying as a within the meaning of Sections 368(a ) of the Code . Unless otherwise required by Applicable Law, ( x ) the parties shall treat, for U.S. federal income tax purposes, the Merger as a within the meaning of Section 368(a ) of the Code and ( y ) no party shall take any position for Tax purposes inconsistent therewith, except to the exten t otherwise required pursuant to a within the meaning of Section 1313(a ) of the Code . Notwithstanding any provision in this Agreement to the contrary, none of Parent, the Company or any subsidiary of either Parent or the Company shall have any liability or obligation to any holder of Company Common Shares should the Merger fail to qualify as a within the meaning of Section 368(a ) of the Code