definiens: means an unsolicited, bona fide written offer or proposal ( on its most recently amended or modifiedterms, if amended or modified ) made by a Person ( other than Parent or any of its Affiliates ) after the date hereof and did notresult from a breach of Section 6.4 of this Agreement that if consummated would ( a ) result in a merger, consolidation, businesscombination ( including by way of share exchange, joint venture or any similar transaction ) or similar transaction involvingthe Company as a result of which such Person or its stockholders shall own 80 % or more of the voting power of the entitysurviving or resulting from such transaction ( or the ultimate parent entity thereof ), ( b ) be on terms which the Board ofDirectors of the Company in good faith concludes ( following consultation with a financial advisor of nationally recognizedreputation and outside counsel ), taking into account, among other things, all legal, financial, regulatory and other aspects ofthe proposal and the ability of such Person making such proposal to consummate the transactions contemplated by suchproposal, ( i ) will result in a transaction that is more favorable to the Company ’s stockholders ( in their capacities asstockholders ), from a financial point of view, than the transactions contemplated by this Agreement ( including any revisionshereto proposed by Parent in response to such proposal or otherwise ) and ( ii ) is reasonably certain of being completed, and ( c)is fully financed and not subject to any financing contingency