definiens: within the meaning of Section 401(a ) of the Code has received a determination or opinion letter from the IRS statingthat it ( or the master or prototype form on which it is established ) is so qualified, and to the Company ’s Knowledge, no event has occurred since the date of such determinationor opinion letter that would reasonably be expected to adversely affect the qualified status of any such Benefit Plan.(e ) Each Benefit Plan that is a has complied in all respects in form, operation and administration with the employer shared responsibilitymandate, to the extent applicable, under Code Section 4980H, and the Company is not subject to, nor reasonably could be expected to be subject to, any ( within the meaning of Code Section 4980H ) . Except as otherwise provided herein, the execution of this Agreement or the consummation of the Merger will not ( eitheralone or upon the occurrence of any additional events that, standing alone, would not trigger such benefits ) ( i ) entitle any Person to severance payable by the Company or itsAffiliates, ( ii ) accelerate the time of funding, vesting or payment of any benefits under any of the Benefit Plans or ( iii ) result in the payment of compensation that would, incombination with any other payment, result in an with respect to any Person within the meaning of Section 280G(b ) of the Code . Each Benefit Planthat is a plan within the meaning of Section 409A of the Code has been operated in material compliance with such section and allapplicable regulatory guidance ( including notices, rulings and proposed and final regulations ) . The Company does not have any actual or potential obligation to reimburse orotherwise any Person for the interest or additional tax set forth under Section 409(A)(a)(1)(B ) of the Code