definiens: shall mean a bona fide written Takeover Proposalmade by a third party to purchase at least 80 % of the outstanding equitysecurities of the Company pursuant to a tender offer or exchange offer or toeffect any merger, consolidation, business combination or sale of all orsubstantially all of the assets, recapitalization or similar transactioninvolving the Company ( i ) on terms which the Company 's Board of Directorsdetermines in good faith ( after consultation with its financial advisors ) to besuperior for the stockholders of the Company ( in their capacity as stockholders)from a financial point of view as compared to the transactions contemplatedhereby and any alternative proposed by Parent or Merger Sub in accordance withSection 6.2(c ) hereof and ( ii ) which is reasonably likely to be consummated(taking into account, among other things, all legal, financial, regulatory andother aspects of the proposal and identity of the offeror )