definiens: means any unsolicited, bona fide written proposal made by a third party which, ifconsummated, would result in such third party owning all the equity securities or assets of the Company, pursuant to a tenderor exchange offer, a merger, consolidation, share exchange, other business combination however to be effected or a sale of itsassets, ( i ) on terms which the Company Board determines in its good faith judgment to be more favorable from a financialpoint of view to the holders of Company Common Stock than the Merger and the other transactions contemplated by thisAgreement ( after consultation with a nationally recognized independent financial advisor ), taking into account all the termsand conditions of such proposal and this Agreement ( including any proposal by the Parent to amend the terms of thisAgreement ) and ( ii ) that is reasonably capable of being completed on the terms proposed, taking into account all financial, regulatory, legal and other aspects of such proposal, including the nature of any financing arrangements made or to beundertaken by the third party as part of such proposal