definiens: shall mean any bona fide, unsolicited written Parent Acquisition Proposal made after the date of thisAgreement that : ( a ) if consummated, would result in any Person or ( as defined in the Exchange Act and the rules thereunder ) ofPersons ( other than the Company ) directly or indirectly becoming the beneficial owner of ( i ) any business or businesses that constitute oraccount for 50 % or more of the net revenues, net income or assets of Parent, or ( ii ) 50 % or more of the outstanding total voting power of theequity securities of the Parent ; and ( b ) the Parent Board determines in good faith, after consultation with Parent ’s outside A-16legal counsel and its financial advisor, is reasonably capable of being consummated on the terms proposed and which, taking into accountsuch factors as the Parent Board reasonably considers in good faith to be appropriate and relevant, including the financial, legal, timing, likelihood of consummation, confidentiality, regulatory, financing and other aspects of such Parent Acquisition Proposal would be morefavorable to the holders of shares of Parent Common Stock from a financial point of view than the transactions contemplated by thisAgreement ( after giving effect to any revisions to the terms of the Agreement that if accepted by the Company would be legally binding on theCompany in response to such Parent Acquisition Proposal pursuant Section 4.6 )