definiens: shall mean an unsolicited bona fide written offer by a third party to enter into ( i ) amerger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or other similar transaction as a result of which either ( A ) theParty ’s stockholders prior to such transaction in the aggregate cease to own at least 50 % of the voting securities of the entitysurviving or resulting from such transaction ( or the ultimate parent entity thereof ) or ( B ) in which a Person or ( asdefined in the Exchange Act and the rules promulgated thereunder ) directly or indirectly acquires beneficial or recordownership of securities representing 50 % or more of the Party ’s capital stock or ( ii ) a sale, lease, exchange transfer, license, acquisition or disposition of any business or other disposition of at 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 orindirect result of a breach of ( or in violation of ) the Agreement ; and ( b ) is on terms and conditions that the board of directorsof DPI or Merger Partner, as applicable, determines, in its good faith judgment, after obtaining and taking into account suchmatters that its board of directors deems relevant following consultation with its outside legal counsel and financial advisor:(x ) is more favorable, from a financial point of view, to DPI ’s stockholders or Merger Partner ’s stockholders, as applicable, than the terms of the Merger ; and ( y ) is reasonably capable of being consummated ; provided, however, that any such offershall not be deemed to be a if ( I ) any financing A-10 required to consummate the transaction contemplated by such offer is not committed unless the board of directors of DPI orMerger Partner, as applicable, determines in good faith, that any required financing is reasonably capable of being obtainedby such third party, or ( II ) the consummation of such transaction is contingent on any such financing being obtained