definiens: means a bona fide written Company Takeover Proposal ( substituting references to therein with ) that did not arise from a breach of this Section 6.5, is obtained after the date hereof but priorto the Offer Closing Date, with no financing contingency and that the Company Board determines in its good faithjudgment ( after consultation with outside counsel and a financial advisor of nationally recognized reputation ) to be ( a)more favorable to the stockholders of the Company from a financial point of view than the Offer and the Merger, taking into account all relevant factors ( including all the terms and conditions of such proposal and the Offer, theMerger and this Agreement ( including any 56changes to the terms of the Offer, the Merger and this Agreement proposed by Parent in accordance with Section6.5(e ) ) ) and ( b ) reasonably capable of being completed in accordance with its terms, taking into account all financial, regulatory, legal and other aspects and terms of such proposal and the third party