definiens: within the meaning of Section 368(a ) of the Code and the Treasury Regulations promulgated thereunder, and thisAgreement is intended to be and is adopted as a separate within the meaning of Treasury Regulation Section 1.368 - 2(g ) for purposes of Sections 354 and 361 of the Code and ( ii ) the Contribution will qualify as an exchange to which Section 721(a ) of theCode applies;WHEREAS, the respective board of directors of each of Holdco and Merger Sub have unanimously approved and declared advisable(i ) this Agreement and the Transactions and ( ii ) the execution, delivery and, with respect to Merger Sub, subject to adoption of thisAgreement by Holdco in its capacity as sole stockholder of Merger Sub, performance of this Agreement by Holdco and Merger Sub, respectively, and the consummation of the Transactions ; andWHEREAS, the parties hereto desire to make certain representations, warranties, covenants and agreements in connection with theTransactions and also to prescribe various conditions to the Transactions