definiens: ( as such term is defined in Section 251(h)(6)(f ) of the DGCL ) ), represent one more than 50 % of the sum of ( x ) the total number of shares of Company Common Stock outstanding at the time of the expiration of the Offer, plus ( y ) the aggregate number of shares of Company Common Stock then issuable to holders of Company Options from which the Company has received no tices of exercise prior to the expiration of the Offer ( and as to which such shares have not yet been issued to such exercising holders of Company Options ), it being understood that Company Compensatory Awards cancelled in accordance with Section 3.7 shall not be included in such calculation, plus ( z ) the aggregate number of shares of Company Common Stock issuable to holders of Convertible Notes from which the Company has received valid notices of conversion to shares of Company Common Stock in accordance w ith the Convertible Notes prior to the expiration of the Offer ( and as to which shares of Company Common Stock have not yet been issued to such exercising holders of Convertible Notes ) ( such condition, the ) and ( ii ) the waiting period ( and any extension thereof ) applicable to the consummation of the Offer and the Merger under the HSR Act shall have expired or been terminated