definiens: means a bona fide written Acquisition Proposal made by any Third Party after the date hereof and not as aresult of the Company ’s breach of Section 7.8 that is on terms that the Company Board determines in good faith ( after consultation withoutside legal counsel and a financial advisor of nationally recognized reputation ), taking into account all legal, financial, regulatory, and otheraspects of the Acquisition Proposal and the Third Party making the Acquisition Proposal ( including any conditions to closing, financing, timing, any applicable break - up fees and expense reimbursement provisions, and ability of such Third Party to consummate the AcquisitionProposal ), ( i ) would, if consummated, result in a transaction that is more favorable to the holders of Company Common Stock from afinancial point of view than the Transactions ( including any revisions to the terms of this Agreement proposed by Parent pursuant toSection 7.8(d ) ) and ( ii ) is reasonably likely to be consummated on the terms proposed ; provided, however, that, for purposes of this definitionof references in the term to shall be deemed to be references to