definiens: means an unsolicited written bona fide offer made by a third party toconsummate any of the following transactions : ( i ) a merger, consolidation, amalgamation, share exchange, businesscombination, asset purchase, scheme of arrangement, or other similar transaction involving the Company pursuant to whichthe stockholders of the Company immediately preceding such transaction would hold less than 75 % of the voting power ofany class of equity securities of the Company or of any resulting entity of such transaction or the Company would sell morethan 75 % of the consolidated assets of the Company and the Subsidiaries ; or ( ii ) the acquisition by any person or group(including by means of a tender offer or an exchange offer or a two - step transaction involving a tender offer followed withreasonable promptness by a cash - out merger involving the Company ), directly or indirectly, of ownership of 100 % of the thenoutstanding shares of stock of the Company, in each case ( i ) for consideration that is not less than the Per Share MergerConsideration and ( ii ) otherwise on terms that the Company Board determines, in its good faith judgment ( after consultationwith the Company ’s financial advisors ), to be more favorable to the Company stockholders than the Merger ( after taking intoaccount, among other factors the Company Board may deem relevant, the likelihood of obtaining any financing required toconsummate the transaction contemplated by such offer )