definiens: means any written offer made by a third partythat the Board of Directors of the Company reasonably determines to be bona fide for a transaction that ( a ) ifconsummated, would result in such third party ( or in the case of a direct merger between such third party and theCompany, the stockholders of such third party ) acquiring, directly or indirectly, more than 50 % of the voting power ofthe Company Common Stock ( or, in the case of a direct merger, the common stock of the resulting company ) or all orsubstantially all the consolidated assets of the Company and its subsidiaries for consideration consisting ofconsideration payable to holders of shares of Company Common Stock that the Board of Directors of the Companydetermines in good faith, after consultation with its financial advisors, to be more favorable to holders of CompanyCommon Stock than the Merger, taking into account all financial, regulatory, legal and other aspects of such offer andtransaction ( including the likelihood of completion ) and any changes to the terms of this Agreement proposed by Parentin response to such Superior Proposal or otherwise