definiens: means any bona fide written offer made by a third party ( not made as a result of a breach of Section 6.2 ( other thanany breach that is both immaterial and unintentional ) ) after the date of this Agreement that, if consummated, would result in such third party(or its stockholders ) owning, directly or indirectly, a majority of the outstanding Shares ( or of the stock of the surviving entity in a merger orthe direct or indirect parent of the surviving entity in a merger ) or a majority of the assets of the Company and its Subsidiaries, taken as awhole, which the Company ’s board of directors determines in good faith ( after consultation with its outside legal counsel and financialadvisors ) to be ( i ) more favorable to the holders of Shares from a financial point of view than the Merger ( taking into account all of the termsand conditions of, and the likelihood of completion of, such proposal and this Agreement ( including, if applicable at the time of suchdetermination, any changes to the financial terms of this Agreement then proposed by Parent in response to such offer or otherwise ) ) and(ii ) reasonably likely to be completed, taking into account all financial, legal, regulatory and other aspects of such proposal