definiens: means a bona fide written Acquisition Proposal ( provided, that for this purposethe references to in the definition of Acquisition Transaction shall be deemed to be referencesto ) made by a Third Party, that did not result from a material breach of Section 6.02, that theCompany Board determines in its good faith judgment ( after consultation with its financial advisors and outsidecounsel ), taking into account all of the terms and conditions of such Acquisition Proposal and this Agreement(including any offer by Parent to amend the terms of this Agreement, termination or break - up fee, expensereimbursement provisions and conditions to consummation ) and taking into account all financial, legal, regulatory andother aspects of such Acquisition Proposal that the Company Board considers in good faith to be appropriate(including the conditionality and the timing and likelihood of consummation of such proposal ) is reasonably likely to beconsummated in accordance with its terms and would, if consummated, result in a transaction that is more favorableto the Company stockholders ( solely in their capacity as such ) from a financial point of view than the Transactions