definiens: means an unsolicited, bona fide written Acquisition Proposal ( with all references to 10 % in the definition of Acquisi tion Proposal being treated as references to 50 % for these purposes ) made by a third party that ( a ) was not obtained or made as a direct or indirect result of a breach of ( or in violation of ) this Agreement and ( b ) the terms of which the Parent Board, as a pplicable, determines, in its reasonable judgment after consulting in good faith with an independent financial advisor and its outside legal counsel, to be more favorable to its stockholders from a financial point of view than the terms of the Merger, as w ell as the likelihood of the consummation thereof, which consideration shall include whether any financing is or may be required to consummate the transaction contemplated by such proposal, and whether such financing is committed and is reasonably capable of being obtained by the applicable offeror