definiens: shall mean an unsolicited bona fide written Acquisition Proposal obtained after the date of thisAgreement in circumstances not involving a material breach of Section 4.4 by the Company for an Acquisition Transaction(provided that for purposes of this definition, each reference in the definition of to 15 % shall bedeemed to be a reference to 50 % ) which the Company Board determines in good faith ( after consultation with its outsidecounsel and financial advisor ) ( i ) to be reasonably likely to be consummated if accepted and ( ii ) to be more favorable to theCompany ’s stockholders from a financial point of view than the Merger, in each case, taking into account at the time ofdetermination all relevant circumstances, including the various legal, financial and regulatory aspects of the proposal, all theterms and conditions of such proposal and this Agreement, any changes to the terms of this Agreement offered by Parent inresponse to such Acquisition Proposal and the ability of the Person making such Acquisition Proposal to consummate thetransactions contemplated by such Acquisition Proposal ( based upon, among other things, expectation of obtaining requiredapprovals or any necessary financing )