definiens: ( whichshall mean, as of any time, the number of Company Common Shares outstanding, together with allCompany Common Shares which the Company would be required to issue pursuant to any then outstandingwarrants, options, or other securities convertible into or exercisable or exchangeable for shares of CompanyCommon Stock ( other than the Call Spread Warrants ) regardless of the conversion or exercise price, thevesting schedule or other terms and conditions thereof ) ; and(b ) ( i ) any applicable waiting period under the HSR Act relating to the Offer shall have expired or beenterminated and ( ii ) any applicable waiting period under any antitrust or competition Laws of any otherapplicable jurisdiction shall have expired or been terminated and all other foreign antitrust and competitionapprovals as may be required to consummate the Offer shall have been obtained ( the ) ( in the case of Foreign Antitrust Laws and Approvals, only if such Foreign Antitrust Lawsand Approvals ( a ) if not expired, terminated or obtained would have a suspensory effect, ( b ) if not obtainedwould reasonably be expected to result in material limitations on the ownership or operation by Parent ofthe assets of Parent, its subsidiaries or the Surviving Corporation or ( c ) if not obtained, would subject Parentor Purchaser to the payment of a material fine or penalty )