definiens: means : ( a ) the issuance of an Advance Ruling Certificate and such Advance Ruling Certificate has not beenmodified or withdrawn prior to Closing ; or ( b ) [COMPANY] has given the notice required under section 114 of the Competition Act with respect to theTransaction and the applicable waiting periods under section 123 of the Competition Act have expiredor have been terminated in accordance with the Competition Act ; or ( c ) the obligation to give the requisite notice has been waived pursuant to paragraph 113(c ) of theCompetition Act, and, in the case of either ( b ) or ( c ), [COMPANY] has been advised in writing on terms agreeable to the Parties by theCommissioner that the Commissioner does not, at that time, intend to make an application under section 92 of theCompetition Act in respect of the Transaction ( a ), and such no - action letter has not been withdrawnprior to Closing