definiens: means with resp ect to [COMPANY] or Warner- Lambert, as the case may be, a written proposal ma de by a Person other than either such party which is for ( I ) ( i ) a merger, r eorganization, consolidation, share exchange, business combinatio n, recapitalization, liquidation, dissolution or similar transaction in volving such party as a result of which either ( A ) such party 's stockholde rs prior to such transaction ( by virtue of their ownership of such party 's shares ) in the aggregate cease to own at least 60 % of the voting securities of the entity surviving or resulting from such transaction ( or t he ultimate parent entity thereof ) or ( B ) the individuals comprising the boa rd of directors of such party prior to such transaction do not constitute a majority of the board of directors of such ultimate parent entity, ( ii ) a sale, lease, exchange, transfer or other disposition of at least 40 % of t he assets of such party and its Subsidiaries, taken as a whole, in a singl e transaction or a series of related transactions, or ( iii ) the acquisition, directly or indirectly, by a Person of beneficial ownership of 40 % or more of the common stock of such party whether by merger, consolidation, share exchange, business combination, tender or exchange offer or otherwise ( other than a merger, consolidation, share exchange, business combinatio n, tender or exchange offer or other transaction upon the consummation o f which such party 's stockholders would in the aggregate beneficially o wn greater than 60 % of the voting securities of such Person ), and which i s ( II ) otherwise on terms which the Board of Directors of such party in good faith concludes ( after consultation with its financial advisors and outsi de counsel ), taking into account, among other things, all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal, ( i ) would, if consummated, result in a transaction that is more favorable to its stockholders ( in their capacities as stockholders ), from a financial point of view, than the transactions contemplated by thi s Agreement and ( ii ) is reasonably capable of being completed ; provided th at clause ( II)(i ) of this definition shall not apply with respect to a propo sal for [COMPANY]