definiens: means an unsolicited bona fide written offer by a third party to enter into ( i ) amerger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or other similartransaction as a result of which either ( A ) the Company ’s shareholders prior to such transaction in theaggregate cease to own at least 50 % of the voting securities of the entity surviving or resulting from suchtransaction ( or the ultimate parent entity thereof ) or ( B ) in which a person or ( as defined in theExchange Act and the rules promulgated thereunder ) directly or indirectly acquires beneficial or recordownership of securities representing 50 % or more of the Company ’s capital stock or ( ii ) a sale, lease, exchange transfer, license, acquisition or disposition of any business or other disposition of at least 50 % ofthe assets of the Company, taken as a whole, in a single transaction or a series of related transactions, that(A ) is not subject to a financing contingency, and ( B ) is on terms which the Company Board in good faithconcludes ( after obtaining and taking into account having taken into account the advice of its financialadvisors and after taking into account the various legal, financial and regulatory aspects of the proposal andthe likelihood and anticipated timing of consummation ) are more favorable from a financial point of view tosuch party ’s stockholders ( in their capacities as stockholders ) than the transactions contemplated by thisAgreement ( including any revisions hereto ) ; in each case ( x ) that the Company Board reasonably determinesin its good faith judgment ( after consultation with its legal counsel ) to be reasonably capable of beingcompleted ( taking into account all legal, financial, regulatory and other aspects of the proposal and theperson making the proposal ) and ( y ) that does not contain any condition