Minimum Condition. There shall have been validly tendered in accordance with the terms of the Offer, and not properly withdrawn, a number of Shares (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee prior to the Expiration Time) that, together with the Shares then owned by Parent or its Affiliates, represents at least eighty percent (80%) of the Company's issued and outstanding share capital (geplaatst en uitstaand
... kapitaal), excluding from both the numerator and denominator of such percentage determination any Company Restricted Shares and, for the avoidance of doubt, any Shares held by the Company in treasury, immediately prior to the Expiration Time (the "Minimum Condition"); provided, that if the Minimum Condition is then-unsatisfied, but all other Offer Conditions are then-satisfied or waived (other than any Offer Condition set forth in paragraph (F), (G) or (H) of this Annex I, which does not need to be then-satisfied or waived in order for this proviso to be triggered), and Buyer has extended the Offer on three (3) (or more) occasions in consecutive periods of ten (10) Business Days each in accordance with Section 2.01(e)(ii) of the Agreement, Buyer may in its sole discretion, by written notice to the Company, amend the reference to "eighty percent (80%)" in the foregoing definition of Minimum Condition to "seventy-five percent (75%)", in which case the reference to "eighty percent (80%)" in the foregoing definition of Minimum Condition shall for all purposes be deemed to be a reference to "seventy-five percent (75%);"
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