definiens: means the condition that, prior to the then scheduled expirationdate of the Offer ( as it may be extended from time to time pursuant to this Section 1.01 ), there be validly tendered inaccordance with the terms of the Offer and not validly withdrawn a number of Tendered Shares that, together with the Sharesthen owned by 2thParent and Sub ( if any ) represents a majority of the sum of ( x ) the number of Shares then issued and outstanding plus ( y ) allShares which the Company may be required to issue as of such date upon the vesting ( including vesting solely as a result ofthe consummation of the Offer ), conversion or exercise of all Company Options, the Company Warrants and any otherderivative securities, including warrants, options ( other than the Top - Up Option ), convertible or exchangeable securities orother rights to acquire Company Common Stock, regardless of the conversion or exercise price or other terms and conditionsthereof