definiens: shall mean any bona fide, unsolicited written Company Acquisition Proposal made after the date of thisAgreement that : ( a ) if consummated, would result in any Person or ( as defined in the Exchange Act and the rules thereunder ) ofPersons ( other than Parent ) directly or indirectly becoming the beneficial owner of ( i ) any business or businesses that constitute or account for50 % or more of the net revenues, net income or assets of the Company, or ( ii ) 50 % or more of the outstanding total voting power of the equitysecurities of the Company ; and ( b ) the Company Board determines in good faith, after consultation with the Company ’s outside legal counseland its financial advisor, is reasonably capable of being consummated on the terms proposed and which, taking into account such factors asthe Company Board reasonably considers in good faith to be appropriate and relevant, including the financial, legal, timing, likelihood ofconsummation, confidentiality, regulatory, financing and other aspects of such Company Acquisition Proposal, would be more favorable to theholders of shares of Company Common Stock from a financial point of view than the transactions contemplated by this Agreement ( aftergiving effect to any revisions to the terms of the Agreement that if accepted by the Company would be legally binding on Parent in response tosuch Company Acquisition Proposal pursuant to Section 4.5 )