definiens: means an unsolicited, bona fide written offer made by a Company Potential Acquiror toacquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, consolidation or other business combination, all or substantially all of the assets of the Company or a majority of the total outstanding voting securities of the Companyand as a result of which the stockholders of the Company immediately preceding such transaction would hold less than 50%of the equity interests in the surviving or resulting entity of such transaction or any direct or indirect parent or subsidiarythereof, on terms that are more favorable to the Company ’s stockholders than the terms of the Offer and the Merger, taking intoaccount, among other matters, all legal, financial, regulatory and other aspects of such offer and the Company PotentialAcquiror, including ( i ) the likelihood and timing of consummation, ( ii ) any amendments to or modifications of thisAgreement that Parent has offered at the time of determination and ( iii ) such other factors deemed relevant by the CompanyBoard