definiens: means any bona fide offer made by a third party that if consummated wouldresult in such person ( or its shareholders ) owning, directly or indirectly, more than 80 % of the shares of Company CommonStock then outstanding ( or of the shares of the surviving entity in a merger or the direct or indirect parent of the survivingentity in a merger ) or all or substantially all the assets of the Company, which the Board of Directors of the Companyreasonably determines ( after consultation with a financial advisor of nationally recognized reputation ) to be ( i ) more favorableto the shareholders of the Company from a financial point of view than the Merger ( taking into account all the terms andconditions of such proposal and this Agreement ( including any changes to the financial terms of this Agreement proposed byParent in response to such offer or otherwise ) ) and ( ii ) reasonably capable of being completed, taking into account allfinancial, legal, regulatory and other aspects of such proposal