definiens: shall mean a bonafide, unsolicited written proposal or offer made by a Third Party to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, sale of shares of stock, sale of assets, merger, consolidation, businesscombination, recapitalization, liquidation, dissolution or similar transaction, more than 50 % of the capital stock of the Company then outstanding or more than50 % of the consolidated total assets of the Company and its Subsidiaries ( i ) onterms the Company 's Board of Directors determines in good faith ( afterconsulting the Company 's outside legal counsel and financial advisor ), takinginto account, among other things, all legal, financial, regulatory, timing andother aspects of the offer and the Third Party making the offer, are morefavorable from a financial point of view to the holders of Company Common Stockthan the Merger and the other transactions contemplated by this Agreement, and(ii ) such Competing Proposal is reasonably capable of being consummated