definiens: ( as defined in Code Section 280 G and the regulations thereunder ) will becharacterized as a within the meaning of Code Section280G(b)(2 ) . In the event that the execution and delivery of this Agreement orthe consummation of the transactions contemplated hereby ( either alone or uponthe occurrence of any additional or subsequent events ) results in any payment orbenefit which will be or may be characterized as a withinthe meaning of Code Section 280G(b)(2 ) ( a ), Section 3.12(g ) of the Parent Disclosure Letter shall list all persons whoParent reasonably believes are, with respect to Parent or any of itssubsidiaries, ( within the meaning of Section 280 G ofthe Code and the regulations promulgated thereunder ) as determined as of thedate hereof . In the event the transactions contemplated hereby may constitute aParent Potential 280 G Event, Parent has provided to the Company a reasonableestimate of the within the meaning of Section 280G(b)(3 ) of theCode for each disqualified person and a reasonable estimate of the for each disqualified person in sufficient detail as is reasonablynecessary for the Company to understand the basis for the estimates . Within areasonable period of time 40