definiens: mean s a bona fide written Acquisition Proposal made by a Person othe r than Buyer, which is on terms which the Seller Board in good faith concludes ( following consultation with its financial advisors a nd outside counsel ), taking into account, among other things, all lega l, financial, regulatory and other aspects of the proposal and the iden tity and nature of the Person making the proposal, ( i ) would, if consumm ated, result in a transaction that is more favorable to Seller or Seller 's stockholders ( in their capacities as stockholders ), from a financ ial point of view, than the transactions contemplated by this Agreemen t ( as the same may be proposed to be amended by Buyer pursuant t o Section 5.10(e ) ), ( ii ) is reasonably likely to be completed, ( iii ) f or which the Person making the proposal has sufficient financial reso urces available to it and/or has received and furnished to Seller firm financing commitments on customary terms from reputable lenders or investment banks which is reasonably likely to be funded, and ( iv ) i s not subject to any significant condition or contingency that is not also contained in this Agreement