definiens: means any unsolicited, written bona fide Company Takeover Proposal receivedafter the date of this Agreement that did not result from or arise in connection with a material breach of thisSection 5.02 and that if consummated would result in a Person or group ( or the stockholders of any Person ) owning, directly or indirectly, ( i ) 75 % or more of the aggregate voting power of the capital stock of the Company or of thesurviving entity or the resulting direct or indirect parent of the Company or such surviving entity or ( ii ) 75 % or more(based on the fair market value thereof, as reasonably determined by the Company Board ) of the assets of theCompany, on terms and conditions which the Company Board determines, in good faith, after consultation withoutside counsel and its independent financial advisor, are more favorable to the stockholders of the Company than theTransactions, taking into account all the terms and conditions ( including all financial, regulatory, financing, conditionality, legal and other terms and conditions ) of such proposal and this Agreement ( including any changes tothe terms of this Agreement proposed by Parent and any fees to be paid by the Company for terminating thisAgreement )