definiens: shall mean an unsolicited bona fide written offer by an unaffiliatedthird party to acquire pursuant to a tender offer, exchange offer, merger, consolidation or other business combination : ( a ) all orsubstantially all of the assets of Company ; or ( b ) more than 50 % of the outstanding voting securities of Company and as aresult of which the stockholders of Company immediately preceding such transaction would cease to hold at least 50 % of theequity interests in the surviving or resulting Entity of such transaction or any direct or indirect Parent thereof, in exchange forconsideration that is determined by the board of directors of Company, in its good faith judgment, after obtaining and takinginto account the advice of an independent financial advisor of nationally recognized reputation, and after taking into accountthe likelihood and anticipated timing of consummation, to be more favorable from a financial point of view to the Company’sstockholders than the Merger determined on a basis of long - term value, taking into account the strategic value of the Merger