definiens: means : ( i ) the qualification of the Contribution, the S pinco Cash Distribution, the Pluto Cash Distributio n and the Distribution, taken together, as a under Section 368(a)(1)(D ) of the Code ; ( ii ) the qualification of the Distribution as a transaction in which the Spinco Common Stock distri buted to holders of Pluto Common Stock is for purposes of Section 361(c ) of the Code ; ( iii ) the nonrecognition of income, gain or loss by Pluto and Spinco on the Contribution and the Distribution under Sections 355, 361 or 1032 of the Code, as applicable, other than intercompany items or excess loss accounts taken into account pursuant to the Tr easury Regulations promulgated pursuant to Section 1502 of the Code ; ( iv ) the nonrecognition of income, gain or loss by holders of Pluto Common Stock upon the receipt o f Spinco Common Stock in the Distribution ( except wit h respect to the receipt of cash in lieu of fractio nal shares of Spinco Common Stock, if any ) under Section 355 o f the Code ; and ( v ) the nonrecognition of income, gain or loss b y Pluto on the distribution of the proceeds of the Spinco Cash Distribution in the Pluto Cash Distribution to Pluto creditors or shareholders under Section 361 ( b ) of the Code