definiens: shall mean an unsolicited bona fide written offer by a third party to enter into ( a ) a merger, consolidation, amalgamation, share exchange, bus iness combination, issuance of securities, acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or other similar transaction as a result of which either ( i ) the Party ’s stockholders prior to such transaction in the aggr egate cease to own at least 50 % of the voting securities of the entity surviving or resulting from such transaction ( or the ultimate parent entity thereof ) or ( ii ) in which a Person or ( as defined in the Exchange Act and the rules promulgated there under ) directly or indirectly acquires beneficial or record ownership of securities representing 50 % or more of the Party ’s capital stock or ( b ) a sale, lease, exchange transfer, license, acquisition or disposition of any business or other disposition of a t least 50 % of the assets of the Party or its Subsidiaries, taken as a whole, in a single transaction or a series of related transactions that : ( A ) was not obtained or made as a direct or indirect result of a breach of ( or in violation of ) this Agreement ; and ( B ) is on terms and conditions that the Board of Directors of Castle or the Company, as applicable, determines, in its reasonable, good faith judgment, after obtaining and taking into account such matters that its Board of Directors deems relevant foll owing consultation with its outside legal counsel and financial advisor : ( x ) is reasonably likely to be more favorable to Castle ’s stockholders or the Company ’s stockholders, as applicable, than the terms of the Merger ; and ( y ) is reasonably capable of bei ng consummated ; provided, however, that any such offer shall not be deemed to be a if any financing required to consummate the transaction contemplated by such offer is not committed and is not reasonably capable of being obtained by such third party, or if the consummation of such transaction is contingent on any such financing being obtained