definiens: shall mean an unsolicited, bona - fide written Acquisition Proposal made by a third party after thedate of this Agreement and not resulting from a breach of Section 5.4 pursuant to which such third party would acquire80 % or more of the voting power of the Company or the assets of the Acquired Corporations on a consolidated basison terms that the Board of Directors of the Company determines, in good faith, after consultation with its outside legalcounsel and its financial advisor of nationally recognized reputation, to be more favorable to the Company’sstockholders from a financial point of view than the terms of the Offer and the Merger and is reasonably capable ofbeing completed on the terms proposed taking into account all relevant factors, including the terms and conditions ofthe Acquisition Proposal, including price, form of consideration, closing conditions, anticipated timing ofconsummation of the transaction, and for which financing, if a cash transaction, is not a condition to theconsummation of the purchase transaction and is reasonably determined to be available by the Company ’s Board ofDirectors