definiens: shall mean an unsolicited bona fide written offer by an unaffiliated thirdparty to acquire pursuant to a tender offer, exchange offer, merger, consolidation or other business combination : ( a ) all orsubstantially all of the assets of Parent ; or ( b ) more than 50 % of the outstanding voting securities of Parent and as a result ofwhich the stockholders of Parent immediately preceding such transaction would cease to hold at least 50 % of the equityinterests in the surviving or resulting Entity of such transaction or any direct or indirect payment thereof, in exchange forconsideration that is determined by the board of directors of Parent, in its good faith judgment, after obtaining and taking intoaccount the advice of an independent financial advisor or nationally recognized reputation, and after taking into account thelikelihood and anticipated timing of consummation, to be more favorable from a financial point of view to Parent’sstockholders than the Merger