definiens: means any bona fidewritten CGI Takeover Proposal, which CGI Takeover Proposal did not result in any material respect from a breach ofthis Section 5.06, made by a third party and which, if consummated, would result in such third party ( or in the case ofa direct merger between such third party or an affiliate of such third party and CGI, the shareholders of such thirdparty ) acquiring, directly or indirectly, more than 50 % of the voting power of CGI and the CGI Capital Stock or morethan 50 % of the consolidated assets of CGI and the CGI Subsidiaries ( based on the fair market value thereof),including in any such case through the acquisition of one or more CGI Subsidiaries owning such assets, forconsideration consisting of cash and/or securities that the CGI Board or any committee thereof determines in goodfaith ( after consultation with its financial advisor and outside counsel ) would be more favorable to CGI ’s stockholdersthan the Transactions, taking into account ( i ) any changes to the terms of the Transactions irrevocably and timelyproposed by NDX in response to such offer, ( ii ) all legal, regulatory, financial and other aspects of such proposal andof this Agreement deemed relevant by the CGI Board or any such committee in good faith and ( iii ) the obligation to ( x)pay the CGI Termination Fee and the CGI Expense Fee and ( y ) repay and discharge all of CGI ’s obligations under theBridge Loan in accordance with Section 6.09