definiens: shall mean any unsolicited, bona fide written offer made by a third partyunaffiliated with the Company to purchase ( by way of merger, tender or exchange offer or otherwise ) greater than 85 % of theCompany ’s assets or greater than 85 % of the outstanding Company Shares ( other than Company Shares already held by suchthird party ) that the Company Board shall have determined in good faith ( After Consultation, and after taking into account, among other things, the financial, legal and regulatory aspects of such offer ( including any financing required and theavailability thereof ), as well as any revisions to the terms hereof proposed by Parent pursuant to Section 7.1(f ) hereof ) is : ( a)more favorable to the Company ’s stockholders ( in their capacities as such ) than the terms of the Offer and the Merger ( takinginto account any revisions to the terms hereof proposed by Parent pursuant to Section 7.1(f ) hereof ), and ( b ) reasonably certainof being consummated on the terms proposed