definiens: means any of the transactionsdescribed in clause ( i ), ( ii ) or ( iii ) of the definition of Transaction Proposal(with all of the percentages included in the definition of such term raised to50 % for purposes of this definition ) with respect to which the board ofdirectors of the Company shall have concluded in good faith, after consultationwith its outside legal counsel and its financial advisor(s ), is reasonablycapable of being completed ( including the presence of financing commitments, ifapplicable ) and represents a financially superior transaction for the holders ofCompany Common Stock to the Merger . Notwithstanding anything to the contrarycontained in this Section 5.06 or elsewhere in this Agreement, prior to theEffective Time, the Company may, in connection with a possible AcquisitionProposal, refer any third party to this Section 5.06, Section 7.01 and Section8.02 and make a copy of such sections available to a Third Party