definiens: means the second ( 2nd ) business day immediately following the earliest to occur of : ( a ) the date upon which the waiting period under the Hart - Scott - Rodino Antitrust ImprovementsAct of 1976, as amended, and including such Act ’s enabling regulations ( collectively ) expires or terminatesearly, provided that no judicial or administrative proceeding opposing consummation of all or any part of thisAgreement is commenced during such waiting period ; ( b ) the date of completion of any judicial or administrative proceeding opposing consummationof all or any part of this Agreement without ( i ) the issuance of an injunction ( whether temporary, preliminary orpermanent ) prohibiting consummation of the transactions contemplated by this Agreement or any material portionthereof and ( ii ) the imposition of requirements or conditions which are not reasonably satisfactory to the Parties ; and ( c ) the date of removal of any and all injunctions ( whether temporary, CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HASBEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONPURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED