definiens: means a bona fide written Company Takeover Proposal that the CompanyBoard determines in good faith, after consultation with the Company ’s outside counsel and independent financialadvisor, ( i ) is reasonably likely to be consummated if accepted and ( ii ) to be more favorable from a financial point ofview to the holders of Company Common Stock than the Transactions, in each case, taking into account all the termsand conditions of such Company Takeover 41Proposal and this Agreement, all relevant circumstances, including the financial, regulatory and legal aspects of suchCompany Takeover Proposal, and the ability of the person making such Company Takeover Proposal to consummatethe transactions contemplated by such Company Takeover Proposal ( based upon, among other things, expectation ofobtaining required approvals and any necessary financing ) ; provided, however, that for purposes of the definition of all references to 20 % in the definition of shall be deemedto be references to