definiens: means an unsolicited, bona fide written offer made by a Person to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, consolidation or other business combination, all or substantially all of theassets of the Company or a majority of the total outstanding voting securities of the Company and as a result of which thestockholders of the Company immediately preceding such transaction would hold less than 50 % of the equity interests in thesurviving or resulting entity of such transaction or any direct or indirect parent or subsidiary thereof, that has no financingcontingency and is on terms that are more favorable to the Company ’s stockholders than the terms of the Merger, taking intoaccount, among other matters, all legal, financial, regulatory and other aspects of such offer and the Person making such offer, including ( i ) the reasonable likelihood and timing of consummation and ( ii ) any amendments to or modifications of thisAgreement that Parent has offered at the time of determination