definiens: means any bona fide written Company Takeover Proposal that ifconsummated would result in a Person or group ( or the shareholders of any Person ) owning, directly or indirectly,(i ) 50 % or more of the aggregate voting power of the capital stock of the Company or of the surviving entity or theresulting direct or indirect parent of the Company or such surviving entity or ( ii ) 50 % or more ( based on the fair marketvalue thereof, as determined by the Company Board ) of the assets ( including capital stock of the CompanySubsidiaries ) of the Company and Company Subsidiaries, taken as a whole, ( A ) on terms which the Company Boarddetermines, in good faith, after consultation with outside counsel and a financial advisor, would result in greater valueto the stockholders of the Company from a financial point of view than the Transactions, taking into account all theterms and conditions of such proposal and this Agreement and ( B ) that is reasonably capable of being completed39relative to the Transactions, taking into account all financial, regulatory, legal and other aspects of such proposal