definiens: by the ( as such terms are defined inSection 251(h ) of the DGCL ), and not validly withdrawn prior to the Expiration Date, that number of Shares that, together with the number of Shares, ifany, then owned beneficially by Parent and Purchaser ( together with their wholly owned Subsidiaries ), represents at least a majority of the Sharesoutstanding as of the consummation of the Offer ( such condition in this Paragraph 1(a ) being, the ) ; ( b ) any applicable waiting period under the HSR Act ( and any extension thereof, including under any agreement between a partyand a Governmental Body agreeing not to consummate the Offer or Merger prior to a certain date entered into in compliance with this Agreement ) inrespect of the Contemplated Transactions has expired or been terminated and any applicable approval under the Antitrust Laws listed on Annex IV of theAgreement in respect of the Contemplated Transactions has been received ; ( c ) no order, injunction, decision, directive or decree issued by any Governmental Body of competent jurisdiction preventing theconsummation of the Offer or the Merger will be in effect, and no Law, order, injunction, decision, directive or decree will have been enacted, entered, promulgated, or enforced ( and still be in effect ) by any Governmental Body that prohibits or makes illegal the consummation of the Offer or the Merger;and ( d ) there shall not be instituted or pending any Action by any Governmental Body seeking any Non - Required Remedy