definiens: means any bona fide written Acquisition Proposal ( except that, for purposes of this definition, references in the definition of to shall be ) ( i ) on terms which theCompany Board determines in its good faith judgment to be more favorable to the Company ’s stockholders from a financialpoint of view than the transactions contemplated by this Agreement ( after consultation with outside counsel and its financialadvisors ), taking into account all the terms and conditions of such proposal and this Agreement ( including any writtenproposal by the Buyer to amend the terms of this Agreement ), including the termination fee payable by the Company pursuantto Section 8.3(b ) ) and ( ii ) that is reasonably capable of being completed on the terms proposed, taking into account allfinancial, regulatory, legal and other aspects of such proposal ; provided, however, that any such offer shall be deemed not tobe a Superior Proposal if it contains any financing condition or contingency, or where the financing required for theconsummation of such offer is not committed, or if there is a general due diligence condition to the parties ’ obligations toconsummate the transaction