definiens: within the meaning of Section 280 G of the Code and the regulations promulgated thereunder;(xvi ) a certificate from the Company that meets the requirements of Treasury Regulation Section 1.897 - 2(h)(1 ), dated within thirty ( 30 ) calendar days prior to the Closing Date and in form and substance in a form reasonablysatisfactory to Parent along with written authorization for Parent to deliver such notice form to the IRS on behalf of theCompany upon Closing;(xvii ) evidence of termination of all of the Company ’s employees immediately prior to the Effective Timeand evidence of payment of all severance amounts owed to such employees ( including any Change in Control Payments),accompanied by releases, in form and substance satisfactory to Parent and Merger Sub, duly executed by all of the Company’semployees ; and(xviii ) evidence of termination of all Benefit Plans, effective no later than the last Business Day immediatelypreceding the Closing