definiens: means any bona ﬁde takeover proposal to acquire, directlyor indirectly, a material equity interest in or a material amount of votingsecurities or assets of the Company or any of its Signiﬁcant Subsidiaries forconsideration consisting of cash and/or securities, and otherwise on terms whichthe Board of Directors of the Company determines in its good faith reasonablejudgment ( based on the advice of a ﬁnancial advisor of nationally recognizedreputation ) to provide greater aggregate value to the Company 's stockholdersthan the transactions contemplated by this Agreement and the AncillaryAgreements ( or otherwise proposed by Ciba as contemplated above ) . Nothingcontained herein shall prohibit the Company from taking and disclosing to itsstockholders a position contemplated by Rule 14e-2(a ) under the Exchange Actprior to the fourth business day following Ciba 's receipt of a Notice ofSuperior Proposal provided that the Company does not withdraw or modify itsposition with respect to the Oﬀer or the other transactions contemplated herebyor approve or recommend a takeover proposal.or approve or recommend a takeover proposal