definiens: shall mean a bona fide written proposal or offer made by a ThirdParty to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, sale of shares of stock, sale ofassets, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, more than50 % of the capital stock of the Company then outstanding or more than 50 % of the consolidated total assets of the Companyand its Subsidiaries ( i ) on terms the Company ’s Board of Directors determines in good faith ( after consulting the Company’soutside legal counsel and financial advisor ) are more favorable to the holders of Company Common Stock than the Mergerand the other transactions contemplated by this Agreement, taking into account, among other things, relevant legal, financial, regulatory, timing and other aspects of the offer and the Third Party making the offer and the terms and conditions of thisAgreement and ( ii ) which is reasonably capable of being consummated