definiens: means any bona fide written offer, which was not solicitedafter the date hereof and did not result from a breach of Section 5.2(a ), made by any Person ( other than Parent or Merger Subor any of their Affiliates ) that, if consummated, would result in such Person ( or in the case of a direct merger between suchPerson and the Company, the stockholders of such Person ) acquiring, directly or indirectly, more than 50 % of the outstandingshares of Company Common Stock or of the voting power of the Company ’s capital stock or all or substantially all the assetsof the Company and its Subsidiaries, taken as a whole, and which offer the Board of 38Directors of the Company reasonably determines in good faith ( after consultation with its outside legal counsel and financialadvisor ) ( i ) provides a higher value from a financial point of view to the stockholders of the Company than the considerationpayable in the Offer and the Merger ( taking into account all of the terms and conditions of such proposal and this Agreement(including any changes to the terms of the Offer or this Agreement proposed by Parent in response to such offer or otherwise))and ( ii ) is reasonably likely to be completed in a timely fashion, taking into account the conditionality and likelihood ofconsummation and all financial, legal, regulatory and other aspects of such proposal