definiens: means a bona fide, unsolicited written offer by a third party to enter into ( i ) amerger, consolidation, amalgamation, share exchange, business combination, issuance ofsecurities, acquisition of securities, reorganization, recapitalization, tender offer, exchange offeror other similar transaction as a result of which either ( A ) the Party ’s stockholders prior to suchtransaction in the aggregate cease to own 50 % of the voting securities of the entity surviving orresulting from such transaction ( or the ultimate parent entity thereof ) or ( B ) in which a Person or ( as defined in the Exchange Act and the rules promulgated thereunder ) directly orindirectly acquires beneficial or record ownership of securities representing 50 % of the Party’scapital stock or ( ii ) a sale, lease, exchange transfer, license, acquisition or disposition of anybusiness or other disposition of 50 % of the assets of the Party or its Subsidiaries, taken as awhole, in a single transaction or a series of related transactions that ( in each case of theforegoing clauses ( i ) and ( ii ) ): ( a ) was not obtained or made as a direct or indirect result of abreach of ( or in violation of ) this Agreement ( including Section 6.2(a ) ) ; and ( b ) is on terms andconditions that the Parent Board determines, in its reasonable, good faith judgment, afterobtaining and taking into account the advice of its outside legal counsel and independentfinancial advisor : ( x ) is A-11reasonably likely to be more favorable, from a financial point of view, to Parent ’s stockholders, than the terms of the Share Contribution ( taking into account any proposal by the Company andthe Contributors to amend the terms of this Agreement pursuant to Section 6.5(c ) ) ; and ( y ) isreasonably capable of being consummated ; provided, however, that any such offer shall not bedeemed to be a if any financing required to consummate the transactioncontemplated by such offer is not committed or is not reasonably capable of being obtained bysuch third party