definiens: means any bona fidewritten NDX Takeover Proposal, which NDX Takeover Proposal did not result in any material respect from a breach ofthis Section 5.05, made by a third party and which, if consummated, would result in such third party ( or in the case ofa direct merger between such third party or an affiliate of such third party and NDX, the shareholders of such thirdparty ) acquiring, directly or indirectly, more than 50 % of the voting power of NDX and the NDX Share Capital or morethan 50 % of the consolidated assets of NDX ( based on the fair market value thereof ), for consideration consisting ofcash and/or securities that the NDX Board or any committee thereof determines in good faith ( after consultation withits financial advisor and outside counsel ) would be more favorable to NDX ’s shareholders than the Transactions, taking into account ( i ) any changes to the terms of the Transactions irrevocably and timely proposed by CGI inresponse to such offer, ( ii ) all legal, regulatory, financial and other aspects of such proposal and of this Agreementdeemed relevant by the NDX Board or any such committee in good faith, and ( iii ) the obligation to pay the NDXTermination Fee and NDX Expense Fee in connection with such NDX Takeover Proposal in accordance with Section6.09