definiens: means an unsolicited, bona fide written offer or proposal ( on its mostrecently amended or modified terms, if 48 amended or modified ) made by a Person ( other than Parent or any of its Affiliates ) after the date hereof and notresulting from a breach of Section 7.2 of this Agreement that if consummated would ( A ) result in a merger, consolidation, business combination ( including by way of share exchange, joint venture or any similar transaction)or similar transaction involving the Company or any of its Subsidiaries as a result of which such Person or suchPerson ’s stockholders would own at least a majority of the voting power of the entity surviving or resulting fromsuch transaction ( or the ultimate parent entity thereof ), ( B ) be on terms that the Board of Directors of the Company ingood faith concludes ( following consultation with a financial advisor of nationally recognized reputation andoutside legal counsel ), taking into account, among other things, all legal, financial, regulatory and other aspects ofthe proposal and the identity of and the ability of such Person making such proposal to consummate the transactionscontemplated by such proposal, ( 1 ) would result in a transaction that is more favorable to the Company’sstockholders ( in their capacities as stockholders ), from a financial point of view, than the terms of this Agreement andtransactions contemplated by this Agreement ( taking into account any revisions hereto agreed upon by Parent andMerger Sub in response to such proposal or otherwise ), ( 2 ) is reasonably certain of being completed, and ( 3 ) would befully financed and not subject to any financing contingency