definiens: means any bona fide written proposal ( on its most recently amended or modified terms, if amended or modified ) made by a Company Third Party to enter into a Company Alternative Transaction ( with all references to 20 % in the definition of Company Alternativ e Transaction being treated as references to 50 % for these purposes ) that ( A ) did not result from a material breach of Section 5.2(a ), ( B ) is on terms that the Board of Directors of the Company determines in good faith ( after consultation with outside coun sel and a financial advisor of nationally recognized reputation ) to be superior from a financial point of view to the Company ’s shareholders than the Transactions, taking into account all relevant factors ( including any changes to this Agreement that may b e proposed by Parent in response to such proposal to enter into a Company Alternative Transaction and the identity of the person making such proposal to enter into a Company Alternative Transaction ), and ( C ) is reasonably likely to be completed on its term s, taking into account all financial, regulatory, legal and other aspects of such proposal