definiens: means a bona fide written Acquisition Proposal(provided that, for purposes of this definition, references to 15 % in the definition of aredeemed to be references to 50 % ) which the board of directors of the Party that is the subject of the AcquisitionProposal determines in good faith ( after consultation with its financial advisor ): ( i ) to be reasonably likely to beconsummated if accepted ; and ( ii ) to be more favorable to such Party ’s stockholders from a financial point of viewthan the Merger, in each case, taking into account at the time of determination all relevant circumstances, includingthe various legal, financial and regulatory aspects of the proposal, all the terms and conditions of such proposal andthis Agreement, any changes to the terms of this Agreement offered by the other party in response to such AcquisitionProposal and the ability of the Person making such Acquisition Proposal to consummate the transactionscontemplated by such Acquisition Proposal ( based upon, among other things, expectation of obtaining requiredapprovals )