definiens: means the earlier of ( A ) April 1, 2002 ; PROVIDEDthat if on or before April 1, 2002, Acquisition Sub has not accepted for paymentShares validly tendered and not withdrawn pursuant to the Offer and, at April 1,2002 ( i ) the applicable waiting period under the HSR Act shall not have expiredor been terminated or there exists an Antitrust Injunction, then such date maybe extended by either party from time to time to any date on or prior toSeptember 30, 2002 by notice in writing to the other party, ( ii ) there exists aThird Party Change of Control Injunction, then such date shall be extended tothe earlier to occur of ( a ) September 30, 2002, and ( b ) such date prior toSeptember 30, 2002 as the Company shall determine in its sole discretion bynotice in writing to [COMPANY] at any time prior to September 30, 2002, or ( iii ) thereexists a failure of the Market Failure Condition, then such date may be extendedby either party from time to time to any date on or prior to September 30, 2002by notice in writing to the other party ; and ( B ) the date upon which any of theevents referred to in paragraph ( a ) of Annex I shall have become final andnonappealable