definiens: means a bonafide, unsolicited written Acquisition Proposal for at least a majority of the outstanding Shares or a majority of theconsolidated assets of the Company and its Subsidiaries on terms that the Special Committee determines in goodfaith by a majority vote, after considering the advice of an outside financial advisor of nationally recognized reputationand outside legal counsel and taking into account all the terms and conditions of the Acquisition Proposal, are morefavorable to the Company ’s stockholders ( other than [COMPANY] Holding Ltd and its Affiliates ) than as provided hereunder(taking into account any proposal by Parent to amend the terms of this Agreement pursuant to Section 7.03(d ), whichthe Special Committee determines is reasonably likely to be consummated and for which financing, if a cashtransaction ( whether in whole or in part ), is then fully committed by reputable financing sources or reasonablydetermined to be available by the Special Committee