definiens: within the meaning of Section 7121 of the Code ( or any predecessor provision or similar provision of state, localor foreign law ) with respect to Taxes, ( E ) surrender any right to claim a material refund of Taxes, ( F ) seek any Tax rulingfrom any taxing authority, or ( G ) consent to any extension or waiver of the limitation period applicable to any material Taxclaim or assessment other than extensions consented to in the ordinary course of business of the Company and itsSubsidiary in filing their respective Tax Returns ; ( xvii ) transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon orallow to lapse or expire or otherwise dispose of any material assets, licenses, operations, rights, businesses or intereststherein of the Company or its Subsidiary or any Company Real Property Lease, except in the ordinary course of businessconsistent with past practice and except for sales of obsolete assets and sales, leases, licenses or other dispositions ofassets with a fair market value not in excess of $ 500,000 in the aggregate, other than pursuant to Contracts in effect prior tothe date of this Agreement ; ( xviii ) except as required pursuant to existing agreements in effect prior to the date of this Agreement oras otherwise required by applicable Law ( A ) grant or provide any severance or termination payments or benefits to anydirector or officer, or any employee with an annual base salary in excess of $ 100,000, of the Company or its Subsidiary, ( B)increase the compensation to any director or officer of the Company or its Subsidiary, except for increases in base salary inthe ordinary course of business consistent with past practice, or ( C ) establish, adopt, materially amend or terminate anyCompany Benefit Plan or any arrangement, including any individual agreement or arrangement, that would be a CompanyBenefit Plan if it existed on the date of this Agreement ; ( xix ) sell, license or otherwise transfer to its Subsidiary any material Intellectual Property owned or heldby the Company or enter into any agreements, including agreements regarding a cost sharing arrangement relating toIntellectual Property owned or held by the Company with its Subsidiary ; ( xx ) ( A ) take any action where the omission of such action is commercially reasonable and such actioncould reasonably be expected to prevent the 81 Merger and the Subsequent Merger from being treated as a single integrated transaction that will qualify as a within the meaning of Section 368(a ) of the Code, or ( B ) knowingly fail to take any action where such action is commerciallyreasonable and the failure to take such action could reasonably be expected to prevent the Merger and the SubsequentMerger from being treated as a single integrated transaction that will qualify as a within the meaning ofSection 368(a ) of the Code ; or ( xxi ) agree, authorize or commit to do any of the foregoing