definiens: shall mean an unsolicited, bona - fide written Acquisition Proposal made by a third partyafter the date of this Agreement and not resulting from a breach of Section 5.4 pursuant to which such third party wouldacquire 80 % or more of the voting power of the Company or the assets of the Acquired Corporations on a consolidated basison terms that the Board of Directors of the Company determines, in its good faith judgment, after consultation with its outsidelegal counsel and its financial advisor of nationally recognized reputation, to be more favorable to the Company’sstockholders than the terms of the Offer and the Merger and is reasonably capable of being completed on the terms proposedtaking A-13into account all relevant factors, including the terms and conditions of the Acquisition Proposal, including price, form ofconsideration, closing conditions, anticipated timing of consummation of the transaction and for, which financing, if a cashtransaction, is not a condition to the consummation of the purchase transaction and is reasonably determined to be availableby the Company ’s Board of Directors