definiens: shall mean any bona fide written Acquisition Proposal that : ( a ) ifconsummated, would result in any Person or ( as defined in the Exchange Act and the rules thereunder ) ofPersons ( other than Parent or Acquisition Sub ) directly or indirectly becoming the beneficial owner of ( i ) any businessor businesses that constitute or account for 50 % or more of the net revenues, net income or assets of the Company, or ( ii ) a majority of the outstanding total voting power of the equity securities of the Company ; and ( b ) the CompanyBoard determines in good faith, after consultation with the Company ’s outside legal counsel and its financial advisor, to be more favorable to the holders of Company Shares from a financial point of view than the transactionscontemplated by this Agreement after taking into account any factors that the Company Board deems appropriate, including the likelihood and timing of consummation ( as compared to the transactions contemplated by thisAgreement ) and all legal, regulatory, financial, financing and other relevant aspects of such proposal