definiens: means an equation in which the numerator represents the aggregatenumber of outstanding shares ( including outstanding shares represented by ADSs ) and warrants that havebeen validly tendered or otherwise acquired by the Offeror and the denominator represents the aggregatenumber of all outstanding shares ( including outstanding shares represented by ADSs ) and warrants, as wellas shares issuable upon the vesting and exercise of those outstanding equity instruments ( other thanwarrants ) that have not been validly tendered into the Tender Offer or otherwise acquired by the Offeror ) ; ( b)the expiration or termination of any applicable waiting period under the Hart - Scott - Rodino Act ; ( c)no material adverse effect ( as defined below ) having occurred in the Company after 19 January 2016 ; ( d)the Offeror not, after 19 January 2016, having received information previously undisclosed to it that describesa material adverse effect to the Company that occurred prior to 19 January 2016 ; ( e)no information made public by the Company or disclosed by the Company to the Offeror being materiallyinaccurate, incomplete, or misleading, and the Company not having failed to make public any information thatshould have been made public by it under applicable laws, including without limitation the rules of NasdaqHelsinki and Nasdaq US, provided that, in each case, the information made public, disclosed or not disclosedor the failure to disclose information constitutes a material adverse effect to the Company ; ( f)no court or regulatory authority of competent jurisdiction ( including without limitation the Finnish FinancialSupervisory Authority or the SEC ) having given an order or issued any regulatory action preventing orenjoining the completion of the Tender Offer ; ( g)the Board of Directors of the Company having issued its recommendation for the Tender Offer and therecommendation remaining in force and not being modified or changed in a manner detrimental to the Offeror;and ( h)the Combination Agreement not having been terminated and remaining in force and no event having occurredthat, with the passage of time, would give the Offeror the right to terminate the Combination Agreement underspecified sections of the Combination Agreement that give the Offeror the right to terminate the CombinationAgreement in response to a breach of the agreement by Birch