definiens: means any bona fide, unsolicited, written Acquisition Proposal which did not result from or arise out of a breachof Section 6.03 of this Agreement, made by a Third Party, which the Company Board determines in good faith, after considering the adviceof its outside legal counsel and a financial advisor of nationally recognized reputation, and after taking into account all of the terms andconditions of such Acquisition Proposal ( including any termination or break - up fees, expense reimbursement provisions and conditions toconsummation ) and after taking into account all financial, legal, regulatory, and other aspects of such Acquisition Proposal ( including thefinancing terms and the ability of such Third Party to finance such Acquisition Proposal ), is more favorable to the Company ’s stockholders(other than Parent and its Affiliates ) from a financial point of view than as provided hereunder ( including any changes to the terms of thisAgreement proposed by Parent in response to such Superior Proposal pursuant to and in accordance with Section 6.03 or otherwise);provided that for purposes of the definition of the references to in the definition of Acquisition Proposal shall bedeemed to be references to means any software, hardware, network ( excluding any public networks ), electronics, platform, communications equipmentthat interfaces with systems or software, telecommunications, website and related information technology system, databases, and all other 9forms of information technology equipment used by the Company in connection with its business