definiens: means, with respect to Public C ompany, any bona fide, unsolicited written proposal made by a third party to acquire 50 % or mo re of the equity securities or consolidated total a ssets of such party and its Subsidiaries, pursuant to a tend er or exchange offer, a merger, a consolidation, bu siness combination or recapitalization or a sale or exclus i ve license of its assets, ( a ) on terms which the b oard of directors of such party determines in its good fait h judgment to be more favorable to the holders of s uch party ’s capital stock than the transactions contemplated by this Agreement ( after consultation with its financ ial and legal advisors ), taking into account all the terms and co nditions of such proposal and this Agreement ( inclu ding any termination or break - up fees and conditions to cons ummation, as well as any written, binding offer by the other party hereto to amend the terms of this Agreement, which offer is not revocable for at least three Bus iness Days ) that the board of directors of such party determine s to be relevant and ( b ) which board of directors o f such party has determined to be reasonably capable of being co mpleted on the terms proposed, taking into account all financial, regulatory, legal and other aspects of s uch proposal that board of directors of such party determines to be relevant ( including the likelihood and timing of consummation ( as compared to the transactions cont emplated hereby )