definiens: means any bona ﬁde, written Company Acquisition Proposal made after the date of this Agreement, incircumstances not involving a breach of this Agreement, from any Person ( other than Parent and its Subsidiaries or Aﬃliates ) to acquire, directly orindirectly, pursuant to a tender oﬀer, exchange oﬀer, merger, consolidation or other business combination or similar acquisition transaction, ( i ) all orsubstantially all of the non- assets of the Company or ( ii ) more than ﬁfty percent ( 50 % ) of the outstanding shares of CompanyCommon Stock on terms that the Board of Directors of the Company determines in good faith, after consultation with its ﬁnancial advisor and outsidelegal counsel, and taking into account all the terms and conditions of the Company Acquisition Proposal that the Board of Directors of the Companyconsiders to be appropriate ( including the identity of the Person making the Company Acquisition Proposal and the expected timing and likelihood ofconsummation, any governmental or other approval requirements ( including divestitures and entry into other commitments and limitations ), break - up fees, expense reimbursement provisions, conditions to consummation and availability of necessary ﬁnancing ( including, if a cash transaction ( in whole or inpart ), the availability of such funds and the nature, terms and conditionality of any committed ﬁnancing ) ), would result in a transaction that is morefavorable to the Company ’s stockholders than the Mergers and ( A ) is not subject to any ﬁnancing or due diligence conditionality and ( B ) is reasonablycapable of being completed on the terms proposed