definiens: within the meaning of Section 368(a ) of the Code and the Treasury Regulations promulgated thereunder, inaccordance with IRS Revenue30Ruling 2001 - 46, 2001 - 2 CB 321 ( the ) . Each of Parent, the Merger Subs and the Companyand its respective Aﬃliates and representatives ( including the Representative ( as deﬁned in Section 5.2(a ) ) ) shall, unlessotherwise required by applicable Law, ( A ) ﬁle all Tax Returns consistent with the Intended Tax - Free Treatment ( includingattaching the statement described in Treasury Regulations Section 1.368 - 3(a ) on or with the U.S. federal income TaxReturns of the Company and Parent for the taxable year that includes the Mergers ), and ( B ) take no Tax positioninconsistent with the Intended Tax - Free Treatment ( whether in audits, Tax Returns or otherwise )