definiens: means any confidentiality agreement on terms no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement and with a standstill of duration no shorter than and with exceptions to such standstill not materially broader than those contained in the Confidentiality Agreement between Parent and the Company ; 24 < PAGE > ( ii ) means any proposal or offer ( whether or not binding ) from any Person or group ( other than Parent and its Affiliates ) relating to ( i ) any direct or indirect acquisition or purchase of ( A ) 20 % or more of the assets of the Company and the Company Subsidiaries, taken as a whole, ( B ) 20 % or more of the Company Common Stock then outstanding, ( C ) more than 50 % of the Company Class B Common Stock then outstanding or ( D ) 25 % or more of the equity securities of any Company Subsidiary then outstanding, ( ii ) any tender offer or exchange offer that if consummated would result in any Person beneficially owning ( A ) 20 % or more of the Company Common Stock then outstanding, ( B ) more than 50 % of the Company Class B Common Stock then outstanding or ( C ) 25 % or more of the equity securities of any Company Subsidiary then outstanding, or ( iii ) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, other than the transactions contemplated by this Agreement ; and ( iii ) means any bona fide written Acquisition Proposal not solicited or initiated in violation of this Section 6.04 that ( i ) relates to an acquisition by a Person or group acting in concert of either ( A ) more than 50 % of the equity interests of the Company pursuant to a tender offer, merger or otherwise or ( B ) more than 50 % of the assets used in the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, ( ii ) the Company Board by a vote of a majority of disinterested directors determines in its good faith judgment ( after consultation with outside counsel and financial advisors of nationally recognized reputation ) would, if consummated, result in a transaction that is more favorable to the Company 's stockholders ( in their capacities as stockholders ) from a financial point of view than the transactions contemplated by this Agreement, and ( iii ) the Company Board determines in good faith ( after consultation with its financial advisors of nationally recognized reputation and its outside legal counsel ) is reasonably capable of being consummated