definiens: means the condition that the Company Shares validly tendered in accordance with the terms ofthe Offer and not withdrawn, together with any Company Shares then owned by Parent and/or Purchaser, constitute a majorityof the Adjusted Outstanding Shares . means ( i ) the number of Company Shares outstandingimmediately prior to the acceptance of Company Shares for payment pursuant to the Offer, without giving effect to anyCompany Shares owned by the Company, plus, at the election of Parent, ( ii ) an additional number of Company Sharesdetermined by Parent in its sole discretion up to but not exceeding the aggregate number of Company Shares issuable uponthe exercise of ( x ) all Company Options, ( y ) rights to acquire Company Shares under the Company ESPP based upon amountsaccumulated under the Company ESPP and not withdrawn by participants thereof and ( z ) other rights to acquire CompanyShares that are outstanding immediately prior to the acceptance of Company Shares for payment pursuant to the Offer