definiens: shall mean a bona fide written Takeover Proposal made by a third party which, if consummated, would result in such third party or its shareholders owning at least 80 % of the outstanding equity securities of the Company(or other entity surviving or resulting from such transaction ) pursuant to a tender offer, exchange offer, merger, consolidation, business combination, recapitalization or similar transaction involving the Company ( i ) on terms which the Company ’s Boardof Directors determines in good faith ( after consultation with a financial advisor of nationally recognized reputation andoutside counsel ) to be superior for the shareholders of the Company ( in their capacity as shareholders ) from a financial pointof view as compared to the transactions contemplated hereby and any alternative proposed by Parent or Merger Sub inaccordance with Section 6.3(b ) hereof and ( ii ) which is reasonably likely to be consummated ( taking into account, amongother things, all legal, financial, regulatory and other aspects of the proposal and identity of the offeror )