definiens: means any bona fide written proposal made by a third party to acquire 50 % or more of the equitysecurities or consolidated total assets of the Company and its Subsidiaries, pursuant to a tender or exchange offer, a merger, aconsolidation, business combination or recapitalization or a sale of its assets, ( i ) on terms which the Company Boarddetermines in its good faith judgment to be more favorable to the holders of Company Common Stock than the transactionscontemplated by this Agreement ( after consultation with its financial and legal advisors ), taking into account all the terms andconditions of such proposal and this Agreement that the Company Board determines in its good faith judgment to be relevant, including the timing and likelihood of consummating the transactions contemplated by such proposal and this Agreement, and ( ii ) which the Company Board has determined to be reasonably capable of being completed on the terms proposed, takinginto account all financial, regulatory, legal and other aspects of such proposal that the Company Board determines in its goodfaith judgment to be relevant