definiens: means any bona fide, written proposal ( on itsmost recently amended or modified terms, if amended or modified ), accompanied by a definitive agreementwith respect to a Company Alternative Transaction that the Company is prepared to execute, made by athird party with respect to a merger, consolidation, share exchange, tender offer, reorganization, recapitalization, liquidation, dissolution or similar transaction involving the Company, or any purchase orother acquisition of more than 50 % of the assets of the Company ( including the securities of the CompanySubsidiaries ) or more than 50 % of any class of equity securities of the Company that the Company Boarddetermines in good faith to be more favorable to the Company ’s shareholders than the Merger ( taking intoaccount whether, in the good faith judgment of the Company Board, after obtaining the advice of anindependent financial advisor, such third party is able to finance the transaction )