definiens: within the meaning of Section368(a ) of the Code ( and any comparable provisions of applicable state or local tax laws ) and each of the parties shall usecommercially reasonable efforts to cause the Merger to meet the applicable requirements of a within the meaning ofSection 368(a ) of the Code ; provided, however, in the event that ( i ) Stockholder Approval is obtained on or before December 31,2011, ( ii ) Acquiror determines that the Merger does not qualify as a under Section 368(a ) of the Code, and ( iii ) theStockholders ’ Agent disputes such determination, the parties will work together in mutual good faith to resolve their disagreement . Ifsuch disagreement can not be resolved after thirty ( 30 ) days, the parties will submit such dispute to an independent, mutually agreedupon nationally recognized accounting firm for their determination as to whether there is a basis for reportingthe Merger as a in which case Acquiror shall so report the Merger for all applicable tax reporting purposes, thoughif such accounting firm determines that there is no such basis, then Acquiror shall so report the Merger inaccordance with such determination