definiens: means any bona fide, written Parent Acquisition Proposal made after the date of this Agreement, incircumstances not involving a breach of this Agreement, from any Person ( other than the Company and its Subsidiaries or Affiliates ) to acquire, directly orindirectly, pursuant to a tender offer, exchange offer, merger, consolidation or other business combination or similar acquisition transaction, ( i ) all orsubstantially all of the non-”cash or cash equivalent ” assets of Parent or ( ii ) more than fifty percent ( 50 % ) of the outstanding Parent Ordinary Shares onterms that the Board of Directors of Parent determines in good faith, after consultation with its financial advisor and outside legal counsel, and taking intoaccount all the terms and conditions of the Parent Acquisition Proposal that the Board of Directors of Parent considers to be appropriate ( including theidentity of the Person making the Parent Acquisition Proposal and the expected timing and likelihood of consummation, any governmental or otherapproval requirements ( including divestitures and entry into other commitments and limitations ), break - up fees, expense reimbursement provisions, conditions to consummation and availability of necessary financing ( including, if a cash transaction ( in whole or in part ), the availability of such funds andthe nature, terms and conditionality of any committed financing ) ), would result in a transaction that is more favorable to Parent ’s shareholders than theMergers and ( A ) is not subject to any financing or due diligence conditionality and ( B ) is reasonably capable of being completed on the terms proposed