definiens: ( as defined in Code Section 280 G and the regulations thereunder)will be characterized as a within the meaning of CodeSection 280G(b)(2 ) . In the event that the execution and delivery of thisAgreement or the consummation of the transactions contemplated hereby ( eitheralone or upon the occurrence of any additional or subsequent events ) results inany payment or benefit which will be or may be characterized as a within the meaning of Code Section 280G(b)(2 ) ( a ), Section 2.12(g ) of the Company Disclosure Letter shall list allpersons who the Company reasonably believes are, with respect to the Company ( within the meaning of Section 280 G of the Code andthe regulations promulgated thereunder ) as determined as of the date hereof . Inthe event the transactions contemplated hereby may constitute a CompanyPotential 280 G Event, the Company has provided to Parent a reasonable estimateof the within the meaning of Section 280G(b)(3 ) of the Code foreach disqualified person and a reasonable estimate of the for each disqualified person in sufficient detail as is reasonably necessary forParent to understand the basis for the estimates . Within a reasonable period oftime after the last business day of each month after the date hereof and on orabout the date which is five ( 5 ) business days prior to the expected date of theClosing, the Company shall, as and to the extent necessary, deliver to Parent arevised Schedule 2.12(g ) which sets forth any additional information which theCompany reasonably believes would affect the determination of the persons whoare, with respect to the Company, deemed to be ( within the meaning of Section 280 G of the Code and the regulations promulgatedthereunder ) as of the date of each such revised Schedule 2.12(g )