definiens: means any written bona fide Company Takeover Proposal receivedafter the date of this Agreement that if consummated would result in a Person or group ( or the stockholders ofany Person ) owning, directly or indirectly, ( i ) more than 50 % of the aggregate voting power of the capital stockof the Company or of the surviving entity or the resulting direct or indirect parent of the Company or suchsurviving entity or ( ii ) more than 50 % ( based on fair market value thereof, as determined by the CompanyBoard ) of the assets of the Company, on terms which the Company Board determines, in good faith, afterconsultation with outside counsel and a financial advisor, are, if consummated, more favorable from afinancial point of view to the stockholders of the Company than the Transactions, taking into account allfinancial, legal, financing, regulatory and other aspects of such Company Takeover Proposal and of thisAgreement ( including any changes to the terms of this Agreement proposed by Parent and any fees to bepaid by the Company for terminating this Agreement )