definiens: means any bona fide offer or proposal ( on its most -----------------recently amended or modified terms, if amended or modified ) made by a personother than Parent or Merger Sub that ( 1 ) concerns any ( a ) merger, tender offer, exchange offer, business combination or similar transaction involving theCompany or any Subsidiary of the Company pursuant to which ( i ) shareholders ofthe Company immediately prior to such transaction would own less than 50 % of thevoting power of the entity surviving or resulting from such transaction ( or theultimate parent entity thereof ) and ( ii ) shareholders of the Company other thanAHP would own less than 30 % of the voting power of the entity surviving orresulting from such transaction ( or the ultimate parent entity thereof ) or ( b)sale or other disposition directly or indirectly of assets of the Company or theCompany Subsidiaries representing 67 % or more of the consolidated assets of theCompany and the Company Subsidiaries, ( 2 ) is on terms which the Board ofDirectors of the Company in good faith concludes ( following receipt of theadvice of its financial advisors and outside counsel ) are more favorable to theCompany 's shareholders ( in their capacities as shareholders ) than thetransactions contemplated by this Agreement ( including any revisions hereto),and ( 3 ) is, in the good faith judgment of the Company, reasonably likely to becompleted and financed