definiens: shall mean an unsolicited, bona fide written offer made by a third party to consummate any of the following transactions : ( i ) a merger or consolidation involving Cohesion pursuant to which Cohesion ’s stockholde rs immediately preceding such transaction hold less than a majority of the equity interest in the surviving or resulting entity of such transaction or ( ii ) the acquisition by any Pers on ( including by way 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 Cohesion ), directly or indirectly, of ownership of more than 50 % of the then outstanding shares of capital stock of Cohesion, on terms that Cohesion ’s board of directors determines, in its reasonable judgment ( after consultation with its financial advisor ) to be more favorable to Cohesion stockholders than the terms of the Merger ; provided, however, that any such offer shall not be deemed to be a if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely in the good faith judgment of C ohesion ’s board of directors ( after consultation with its financial advisor ) to be obtained by such third party on a timely basis