definiens: by the ( as such terms are defined in Section 251(h ) of the DGCL ) and not properly withdrawn prior to the expiration of theOffer that number of shares of Company Common Stock ( excluding for the avoidance of doubt all shares of CompanyCommon Stock delivered pursuant to guaranteed delivery instructions for which certificates have not yet beendelivered ) which would represent one more share than 50 % of the total number of shares of Company Common Stockoutstanding at the time of the consummation of the Offer, including for the purposes of this calculation, the aggregatenumber of shares of Company Common Stock issuable to holders of Company Stock Options, Company Warrants, Company Restricted Stock Units and Company Performance Stock Units ( the ) and(b ) any waiting period ( or any extension thereof ) applicable to the purchase of shares of Company Common Stockpursuant to the Offer and the consummation of the Merger under the HSR Act shall have expired or been terminatedwithout the imposition of a Burdensome Condition