definiens: withinthe meaning of Section 368(a ) of the Code, and this Agreement is intended to constitute a within the meaning of Treasury Regulations Sections 1.368 - 2(g ) and 1.368 - 3 . From and after the date of thisAgreement, each Party shall use its best efforts to cause the Merger to qualify as a reorganization under Section368(a ) of the Code . [COMPANY], Merger Sub and [COMPANY] will not take or cause to be taken any action that, either aloneor in combination, could reasonably be expected to cause the Merger to fail to qualify as a within themeaning of Section 368(a ) of the Code . [COMPANY] and its affiliates ( including the Surviving Corporation ) will usecommercially reasonable efforts to continue the historic business of [COMPANY] ( or alternatively, if [COMPANY] has morethan one line of business, continue at least one significant line of [COMPANY] ’ historic business ) or use a significantportion ( at least 33 - 1/3 % by value ) of [COMPANY] ’ historic business assets in a business within the meaning of TreasuryRegulations Section 1.368 - 1(d ) . The Parties will take the position for all Tax purposes that the Merger qualifies as areorganization within the meaning of Section 368(a ) of the Code, unless a contrary position is required by a taxingauthority in connection with a good faith resolution of a Tax contest . [COMPANY] will use reasonable best efforts to obtaina Tax opinion satisfying the requirements of Item 601 of Regulation S - K under the Securities Act . Officers of each ofAsterias and [COMPANY] will deliver to Dentons LLP, counsel to [COMPANY], a customary representation letter for purposesof such Tax opinion, at such time or times as may be reasonably requested by Dentons LLP, including the effectivedate of the Registration Statement and the Closing Date