definiens: means any bona fide, unsolicited written Parent Acquisition Proposal with respectto Parent that did not result from a breach of Section 4.05 that, if consummated, would result in a Person or group ( orthe stockholders of any Person ) owning, directly or indirectly, ( a ) more than 50 % of the outstanding shares of ParentCommon Stock or ( b ) more than 50 % of the assets of Parent, in either case, to which the Parent Board ( or the ParentSpecial Committee ) shall have determined in good faith ( after consultation with its financial advisor and its outsidelegal counsel ) that the proposed Parent Acquisition Proposal is more favorable to the Parent stockholders from afinancial point of view than the Merger and other transactions contemplated by this Agreement and any counter - offeror proposal made by the other party hereto, in each case, taking into account at the time of determination all relevantcircumstances, including the various legal, financial and regulatory aspects of the proposal, all the terms andconditions of such proposal and this Agreement, any changes to the terms of this Agreement offered by the Companyin response to such Parent Acquisition Proposal, the identity of the Person making the Parent Acquisition Proposal, the anticipated timing, conditions and the ability of the Person making such Parent Acquisition Proposal toconsummate the transactions contemplated by such Parent Acquisition Proposal, and that if such Parent AcquisitionProposal is to be financed, such financing is, at the time of the making of such Parent Acquisition Proposal, ( i ) fullycommitted or ( ii ) the Parent Board ( or the Parent Special Committee ) has determined in good faith that it is reasonablylikely to be obtained prior to the consummation of such Parent Acquisition Proposal