definiens: shall mean any bona fide written Company Acquisition Proposa l made by a third party that did not result from the breach by the Company or any of its Representatives of Section 4.03, in each case on terms which the Board of Directors of the Company determines ( after consultation with its financial advisors and outs ide legal counsel ) in good faith by resolution duly adopted ( A ) would result in a transaction that, if consummated, is more favorable to the stockholders of the Company ( in their capacity as stockholders ) from a financial point of view than the Mergers, taking into account all the terms and conditions of such proposal and this Agreement ( including any adjustments to the terms and conditions of this Agreement proposed by Parent in response to such Superior Proposal or otherwise pursuant to Section 4.03(e ) ), and ( B ) is reasonably capable of being completed on the terms proposed, taking into account all financial, regulatory, legal and other aspects of such proposal