definiens: means any bona fide offer made by a thirdparty that if consummated would result in such person ( or its stockholders)owning, directly or indirectly, all or substantially all of the shares ofCompany Common Stock then outstanding ( or of the surviving entity in a merger orthe direct or indirect parent of the surviving entity in a merger ) or all orsubstantially all the assets of the Company, which the Board of Directors of theCompany determines in good faith ( after consultation with a financial advisor ofnationally recognized reputation ) to be ( i ) more favorable to the stockholdersof the Company from a financial point of view than the Merger ( taking intoaccount all the terms and conditions of such proposal and this Agreement(including any changes to the financial terms of this Agreement proposed byParent in response to such offer or otherwise ) ) and ( ii ) reasonably < PAGE > 55capable of being completed, taking into account all financial, legal, regulatoryand other aspects of such proposal