definiens: means an unsolicited written bona fide offer made by a third party to consummate any of the following transactions : ( y ) a merger, consolidation, share exchange, business combination or other similar transaction involving a party pursuant to which the stockholders of Parent immediately preceding such transaction would hold less than 65 % of the equity interest in the surviving or resulting entity of such transaction or ( z ) the acquisition by any person or group ( including by means of a tender offer or an exchange offer or a two - step transaction 60 < PAGE > involving a tender offer followed with reasonable promptness by a cash - out merger involving Parent ), directly or indirectly, of ownership of 100 % of the then outstanding shares of stock of Parent, on terms ( including conditions to consummation of the contemplated transaction ) that Parent Board determines, in its good faith judgment ( after consultation with an independent legal counsel and a third party financial advisor of internationally recognized reputation ), to be more favorable to the stockholders of Parent than the Merger and for which financing, to the extent required, is then committed