definiens: means any bona fide written Acquisition Proposal that the Company Board or theSpecial Committee determines in good faith ( after consultation with the Company Financial Advisor and outside legalcounsel ) ( i ) is reasonably likely to be consummated in accordance with its terms, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal, ( ii ) would be more favorable tothe Company ’s stockholders from a financial point of view than the Merger ( including any revisions to the terms of thisAgreement, the Guarantees, and the Financing Commitment Letters proposed by Parent in writing prior to the time ofsuch determination ), and ( iii ) is not subject to any financing condition in respect of which it has been demonstrated tothe satisfaction of the Company Board or the Special Committee, acting in good faith ( after consultation with theCompany ’s outside counsel and financial advisors ) that any required financing to complete such Acquisition Proposalwill be reasonably likely to be obtained ; provided, however, that, for purposes of this definition of references in the term to shall be deemed to be references to means any tax or other like governmental assessment or charge ( including withholding required byapplicable tax law on amounts paid to or by any Person ), together with any interest, penalty, addition to tax oradditional amount with respect thereto