definiens: within themeaning of Section 368(a ) of the Code . The parties hereto adopt this Agreement as a within themeaning of Treasury Regulations Section 1.368 - 2(g ) . Notwithstanding anything herein to the contrary, each of Merger Sub, Parent and the Company shall use commercially reasonable efforts to cause the Merger to qualify, and will not take anyactions, or fail to take any action, which could reasonably be expected to prevent the Merger from qualifying as areorganization under the provisions of Section 368(a ) of the Code . Merger Sub, Parent, the Company and the SurvivingCorporation shall report, to the extent required or permitted by the Code or the regulations thereunder, the Merger for UnitedStates federal income tax purposes as a reorganization within the meaning of Section of 368(a ) of the Code and shall file allTax Returns consistent with the foregoing and shall not take any position ( whether in audits, Tax Returns or otherwise ) that isinconsistent with such treatment or unless required to do so by applicable law . Parent and the Company will each makeavailable to the other party and their respective legal counsel copies of all returns requested by the other party