definiens: means any BONA FIDEproposal by a third party to acquire all or substantially all of the assets orcapital stock of a Company pursuant to a tender or exchange offer, a merger, consolidation, a liquidation or dissolution, a recapitalization, a sale of itsassets or otherwise which is on terms which the Board of Directors of suchCompany determines by a majority vote of its directors in their good faithjudgment to be more favorable to the stockholders of such Company than theMerger ( or any counterproposal made by the other Parties ), after receiving thewritten advice of the Company 's independent financial advisor and afterconsultation with its outside counsel, and after taking into account the termsand conditions of such Superior Proposal and all other relevant factors relatingthereto, including, the timing of the closing thereof, the risk ofnon - consummation, the ability of the Person making the Acquisition Proposal tofinance the transaction contemplated thereby and any required governmental orother consents, filings and approvals