definiens: means any written bona fide Company Takeover Proposal received after the date of this Agreement that did not result from or arise in connection with a material breach of t his Section 5.02 and that if consummated would result i n a Person or group ( or the stockholders 38 of any Person ) owning, directly or indirectly, ( i ) 75 % or more of the aggregate voting power of the ca pital stock of the Company or of the surviving entity or the re sulting direct or indirect parent of the Company or such surviving entity or ( ii ) 75 % or more ( based on the fair market value thereof, as determined in good fa ith by the Company Board ) of the assets of the Company and the Company Subsidiary, taken as a whole, on terms and conditions which the Company Board determines, in g ood faith, after consultation with outside counsel and its independent financial advisor, are more favorable t o the stockholders of the Company than the Transact ions, taking into account all the terms and conditions ( i ncluding all financial, regulatory, financing, cond itionality, legal and other terms and conditions ) of such propo sal and this Agreement ( including any changes to th e terms of this Agreement proposed by Parent and any fees t o be paid by the Company for terminating this Agree ment )