definiens: shall mean an unsolicited bona fide written Acquisition Proposal made after the date he reof that the Board of Directors determines, in its good -faith judgment, after consultation with outside legal counsel and its financial advisors, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulator y and financing aspects ( including certainty of closing, termination fees, any expense reimbursement provisions and whether such Acquisition Proposal is fully financed ) of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Board of Directors deems relevant, and if consummated, would result in a transaction more favorable to the Company ’s stockholders ( solely in their capacity as such ) from a financial point of view than the Transactions and taking into acc ount all legal, regulatory and financing aspects ( including certainty of closing, termination fees, any expense reimbursement provisions and whether such Acquisition Proposal is fully financed ) ( including after giving effect to proposals, if any, made by P are nt pursuant to Section 6.1(b)(i ) ) ; provided that for purposes of the definition of the references to in the definition of Acquisition Proposal shall be deemed to be references to Surviving Corporation . is defined in Recital ( B ) of the Agreement