definiens: shall mean the latest time and date as the Offer, as so extended, may expire ) ; provided, however, that ( i ) Merger Sub shall have the right, in its sole discretion, but not the obligation to extendthe Offer for one or more periods of not more than five ( 5 ) Business Days each if, at the scheduled Expiration Date, any of theTender Offer Conditions shall not have been satisfied or waived ; or ( ii ) Merger Sub may, in its sole discretion, commence asubsequent offering period ( as provided in Rule 14d-11 under the Exchange Act ) for three ( 3 ) to twenty ( 20 ) Business Days toacquire outstanding shares of Company Common Stock if all of the Tender Offer Conditions are satisfied, but the number ofshares of Company Common Stock that have been validly tendered and not properly withdrawn in the Offer, together with anyshares of Company Common Stock then owned by Parent, is less than 90 % of the outstanding shares of Company CommonStock . Merger Sub shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SECor of the SEC Staff applicable to the Offer