definiens: means a bona fide, unsolicited written Takeover Proposal for at least a majority of the outstandingequity securities or all or substantially all of the consolidated assets of the Company and Company Subsidiaries on terms thatthe Company Board determines in good faith by a majority vote, after considering the advice of a financial advisor ofnationally recognized reputation ( it being acknowledged that the Company Financial Advisor meets such qualification ) andoutside legal counsel and taking into account all the terms and conditions of the Takeover Proposal and this Agreement, including any break - up fees, are more favorable and provide greater value to all the Company 's stockholders than as providedhereunder ( taking into account any proposal by Parent to amend the terms of this Agreement ), which the Company Boarddetermines is reasonably likely to be consummated and for which financing, if a cash transaction ( whether in whole or in part),is then fully committed or reasonably determined to be available by the Company Board