definiens: means any written bona fide offer made by a third party to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, consolidation or other business combination, all orsubstantially all of the assets of the Company or all of the outstanding voting securities of the Company, on terms that theBoard of Directors of the Company determines in good faith ( after consultation with its financial advisor ) to be more favorable(taking into account ( i ) all financial considerations, including relevant legal, financial, regulatory and other aspects of suchTakeover Proposal and the Merger and the other transactions contemplated by this Agreement deemed relevant by the Boardof Directors, ( ii ) the identity of the third party making such Takeover Proposal and ( iii ) the conditions and prospects forcompletion of such Takeover Proposal ) to the Company ’s stockholders than the Merger and the other transactionscontemplated by this Agreement ( taking into account all of the terms of any proposal by Parent to amend or modify the termsof the Merger and the other transactions contemplated by this Agreement )