definiens: means an unsolicited, bona fide written offer made by a third party to consummate anyof the following transactions : ( i ) a merger, consolidation, business combination, recapitalization, liquidation, dissolution orsimilar transaction involving the Company pursuant to which the Company Stockholders immediately preceding suchtransaction hold less than 50 % of the equity interest in the surviving or resulting entity of such transaction ; ( ii ) a sale or otherdisposition by the Company of all or substantially all of its assets ; or ( iii ) the acquisition by any person or group ( includingby way of a tender offer or an exchange offer or issuance by the Company ), directly or indirectly, of beneficial ownership or aright to acquire beneficial ownership of shares representing in excess of 50 % of the voting power of the then outstandingshares of capital stock of the Company, in each case, on terms that the Company Board determines, in its reasonable judgment(after consultation with a reputable financial advisor ), to be more favorable to the Company Stockholders than the terms of theMerger ( after taking into account all relevant factors, including all conditions to the offer, the timing of the transactioncontemplated by the offer, the risk of non - consummation thereof and the need for any required governmental or otherconsents, filings or approvals ) ; provided, however, that any such offer shall not be deemed to be a if anyfinancing required to consummate the transaction contemplated by such offer is not committed and is not likely, in thereasonable judgment of the Company Board, to be obtained by such third party on a timely basis