definiens: means any bona fide written proposal ( on its most recently a mended or modified terms, if amended or modified ) made by a Parent Third Party to enter into a Parent Alternative Transaction ( with all references to 20 % in the definition of Parent Alternative Transaction being treated as references to 50 % for these purpo ses ) that ( A ) did not result from a material breach of Section 5.3(a ), ( B ) is on terms that the Board of Directors of Parent determines in good faith ( after consultation with outside counsel and a financial advisor of nationally recognized reputation ) to be superior from a financial point of view to Parent ’s shareholders th an the Transactions, taking into account all relevant factors ( including any changes to this Agreement that may be proposed by the Company in response to such proposal to enter into a Parent Alternative Transaction and the identity of the person making suc h proposal to enter into a Parent Alternative Transaction ) and ( C ) is reasonably likely to be completed on its terms, taking into account all financial, regulatory, legal and other aspects of such proposal