definiens: means a bona fide written offer from any person ( other than Parent and itsSubsidiaries, affiliates and representatives ) for a direct or indirect acquisition or purchase of 50 % or more of theassets of the Company or any of its Significant Subsidiaries or 50 % or more of any class of equity securities of theCompany or any of its Significant Subsidiaries, any tender offer or exchange offer that if consummated would result inany person beneficially owning 50 % or more of any class of equity securities of the Company or any of its SignificantSubsidiaries, or any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Significant Subsidiaries, other than thetransactions contemplated by this Agreement, ( A ) which, considering all relevant factors, is more favorable to theCompany and its stockholders than the Offer and the Merger, ( B ) for which the third party has demonstrated thatfinancing is reasonably likely to be obtained and ( C ) which, if accepted by Parent ( it being understood that Parent isunder no obligation to accept any such proposal ), would otherwise be reasonably likely to be consummated, takinginto account all factors including, but not limited to, antitrust and regulatory approvals, in each case as determined bythe Special Committee in its good faith judgment ( after consultation with the Financial Advisor or another nationallyrecognized investment banking firm ) . Any Superior Proposal is a Takeover Proposal