definiens: means an unsolicited written bona fide offer made by a third party to consummate any of the following transactions : ( y ) a merger, consolidation, share exchange, business combination or other similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction would hold less than 65 % of the equity interest in the surviving or resulting entity of such transaction or ( z ) the acquisition by any person or group ( including by means of a tender offer or an exchange offer or a two - step transaction involving a tender offer followed with reasonable promptness by a cash - out merger involving the Company ), directly or indirectly, of ownership of 100 % of the then outstanding shares of stock of the Company, on terms ( including conditions to consummation of the contemplated transaction ) that the Company Board determines, in its good faith judgment ( after consultation with an independent legal counsel and a third party financial advisor of internationally recognized reputation ), to be more favorable to the stockholders of the Company than the Merger and for which financing, to the extent required, is then committed