definiens: means a bona fide written Takeover Proposal ( except that, for purposes of thisdefinition, each reference in the definition of to shall be ) that the Seller Boarddetermines in good faith ( after consultation with outside legal counsel and the Seller Financial Advisor ) is morefavorable from a financial point of view to Seller ’s stockholders than the transactions contemplated by thisAgreement, taking into account ( a ) all financial considerations, ( b ) the identity of the third party making such TakeoverProposal, ( c ) the anticipated timing, conditions ( including any financing condition or the reliability of any debt or equityfunding commitments ) and prospects for completion of such Takeover Proposal and ( d ) the other terms andconditions of such Takeover Proposal and the implications thereof on Seller, including relevant legal, regulatory andother aspects of such Takeover Proposal deemed relevant by the Seller Board