definiens: shall mean an unsolicited, bona fide written Acquisition Proposal made by a third partypursuant to which such third party would acquire all or substantially all of the Shares or the assets of the AcquiredCorporations on terms that the Board of Directors of the Company determines, in its good faith judgment, after consultationwith outside legal counsel and a financial advisor of nationally recognized reputation, to be more favorable to the Company’sstockholders than the terms of the Offer or the Merger ( taking into account any proposal by Parent to amend the terms of thisAgreement pursuant to Section 1.2(b ) ) and is reasonably capable of being completed on the terms proposed taking intoaccount all relevant factors, including the terms and conditions of the Acquisition Proposal including any break - up fees, expense reimbursement provisions, price, form of consideration, closing conditions, the anticipated timing of consummationof the purchase transaction contemplated by such Acquisition Proposal and other aspects of the Acquisition Proposal that theCompany ’s Board of Directors deems relevant and for which financing, if a cash transaction ( whether in whole or in part ), isnot a condition to the consummation of the purchase transaction or is reasonably determined to be available by the Board ofDirectors