definiens: means any written bona fide Company Takeover Proposal received after the date of thisAgreement that if consummated would result in a Person or group ( or the stockholders of any Person ) owning, directly or indirectly, ( i ) 50%or more of the aggregate voting power of the capital stock of the Company or of the surviving entity or the resulting direct or indirect parent ofthe Company or such surviving entity or ( ii ) 50 % or more ( based on the fair market value thereof, as determined by the Company Board ) ofthe assets ( including capital stock of the Company Subsidiaries ) of the Company and Company 39Subsidiaries, taken as a whole, on terms which the Company Board determines, in good faith, after consultation with outside counsel and afinancial advisor, are ( x ) reasonably likely to be consummated in accordance with such terms and ( y ) more favorable from a financial point ofview to the stockholders of the Company than the Transactions, taking into account all financial, legal, financing, regulatory and otheraspects ( including timing and certainty of closing ) of such Company Takeover Proposal and of this Agreement ( including any changes to theterms of this Agreement proposed by Parent and any fees to be paid by the Company for terminating this Agreement )