definiens: means an unsolicited bona fide written Acquisition Proposal(with all references to 20 % in the definition of Acquisition Transaction being treatedas references to greater than 50 % for these purposes ) that : ( a ) was not obtained ormade as a direct or indirect result of a breach of ( or in violation of ) this Agreement;and ( b ) is on terms and conditions that the Parent Board or the Company Managers, as applicable, determines in good faith, based on such matters that it deems relevant(including the likelihood of consummation thereof ), as well as any written offer by theother Party to this Agreement to amend the terms of this Agreement, and followingconsultation with its outside legal counsel and outside financial advisors, if any, aremore favorable, from a financial point of view, to Parent ’s stockholders or theCompany ’s members, as applicable, than the terms of the ContemplatedTransactions