definiens: as defined in Section 1297 of the Code . None of Merger Partner ’s Subsidiaries thatare or have at any time been controlled foreign corporations ( within the meaning of Section 957(c ) of the Code ) ( i ) has derived ( or beentreated for U.S. federal income Tax purposes as deriving ) any material item of subpart F income ( within the meaning of Section 952(a ) of theCode, as determined after the application of Section 952(c ) of the Code ) in any year, or ( ii ) has made any investment in United Statesproperty ( within the meaning of Section 956(c ) of the Code ) at any time . None of Merger Partner ’s Subsidiaries was a deferred foreign incomecorporation as defined in Section 965(d)(1 ) of the Code with respect to Merger Partner or any of its Subsidiaries