definiens: means an unsolicited, bona fide written Alternative Transaction Proposal not attributable to or arising from a breach ofSection 6.2(a ), which the Company Board determines in good faith ( after consultation with its outside legal counsel and an independent financial advisorof nationally recognized reputation ), taking into account all legal, financial, regulatory, timing and other aspects of the proposal ( including financing, stockholder litigation and breakup fee and expense reimbursement provisions ) and the Person making the proposal, ( i ) is reasonably likely to beconsummated on the terms proposed, ( ii ) to the extent financing is required, such financing is then fully committed on customary terms and conditions,(iii ) the per - share consideration offered is greater than the Merger Consideration ( including, if the per - share consideration is not all cash, a determinationby the Company Board in good faith ( after consultation with its financial advisors ) to such effect ) and ( iv ) is otherwise on terms that the Company Boardhas determined is superior, from a financial point of view, to the Transactions ; provided, however, that for purposes of this definition of the term shall have the meaning assigned to such term herein, except that the reference to “ fifteen percent(15 % ) or more of the assets and properties ( based on fair market value ) of the Company and the Company Subsidiaries, taken as a whole ” shall bedeemed to be a reference to “ all or substantially all of the assets and properties ( based on fair market value ) of the Company and the CompanySubsidiaries, taken as a whole ” and the reference to shall be deemed to be a reference to ( and, with correlative meaning, ) means ( a ) any net income, alternative or add - on minimum tax, estimated, gross income, grossreceipts, sales, use, value added, capital, ad valorem, transfer, franchise, profits, gains, wage, license, withholding, payroll, employment, unemployment, worker ’s compensation, social security, disability, registration, escheat, excise, severance, stamp, occupation, premium, real or personal property, environmental or windfall profit tax, custom duty or other tax ( whether federal, state, local, or non - U.S. ), governmental fee, levy or other like assessmentor charge of any kind whatsoever, ( b ) any Liability pursuant to Section 1.1502 - 6 of the Regulations or comparable provisions of state, local or non - U.S