definiens: means with respect to Seller or Clinsite, as the case may be, a written proposal made by a Person other than either such party which is for ( I ) ( i ) a merger, reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving such party as a result of which either ( A ) such party 's shareholders prior to such transaction ( by virtue of their ownership of such party 's shares ) in the aggregate cease to own at least 60 % of the voting securities of the entity surviving or resulting from such transaction ( or the ultimate parent entity thereof ) or ( B ) the individuals comprising the board of directors of such party prior to such transaction do not constitute a majority of the board of directors of such ultimate parent entity, ( ii ) a sale, lease, exchange, transfer or other disposition of any of the assets of Seller and its Subsidiary constituting Acquired Assets outside of the Ordinary Course of Business, in a single transaction or a series of related transactions, or ( iii ) the acquisition, directly or indirectly, by a Person of beneficial ownership of 40 % or more of the common stock of such party whether by merger, consolidation, share exchange, business combination, tender or exchange offer or otherwise ( other than a merger, consolidation, share exchange, business combination, tender or exchange offer or other transaction upon the consummation of which such party 's shareholders would in the aggregate beneficially own greater than 60 % of the voting securities of such Person ), and which is ( II ) otherwise on terms which the Board of Directors of such party in good faith concludes ( after consultation with its financial advisors and outside counsel ), taking into account, among other things, all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal, ( i ) would, if consummated, result in a transaction that is more favorable to its shareholders ( in their capacities as shareholders ), from a financial point of view, than the transactions contemplated by this Agreement and ( ii ) is reasonably capable of being completed in the good faith judgment of the Board of Directors