definiens: means any bona fide written offer obtained after the date hereof and not in breach of thisAgreement to acquire, directly or indirectly, for consideration consisting of cash and/or securities, more than 50 % of theoutstanding voting equity securities of the Company or all or substantially all of the assets of the Company and the CompanySubsidiaries on a consolidated basis, and is on terms that the Company Board determines in its good faith judgment ( afterconsultation with outside counsel and receiving the advice of its financial advisor of nationally recognized reputation),taking into account all relevant factors, including the terms and conditions of the Takeover Proposal, including price, form ofconsideration, closing conditions, the ability to fully finance the transaction and such other aspects of the Takeover Proposalas the Company Board in good faith deems relevant, ( i ) would, if consummated, result in a transaction that is more favorable tothe holders of Company Common Stock from a financial point of view than the Transactions ( including the terms of anyproposal by Parent to modify the terms of the Transactions ) and ( ii ) is reasonably capable of being completed on the termsproposed