definiens: shall mean a Competing Proposal for or in respect of, or that ifconsummated would be reasonably likely to result in the ownership of, at least a majority of, the outstanding CompanyCommon Stock ( or of the surviving entity in a merger or the direct or indirect parent of the surviving entity in a merger ) or allor substantially all of the Company ’s and its subsidiaries ’, taken as a whole ( but exclusive of CPEX ), assets, made by anyperson on terms that the board of directors of the Company determines in good faith, after consultation with the Company’sfinancial and legal advisors, and considering such factors as the board of directors of the Company in good faith considers tobe appropriate ( including the conditionality and the timing, the likelihood of consummation of such proposal and thefinancing thereof ), to be more favorable to the Company and its stockholders than the transactions contemplated by thisAgreement and the Merger . Reference to and in this Section 6.6(h ) shall be deemed to includeany proposed alteration of the terms of this Agreement or the Merger that is agreed to by Buyer after it receives written noticefrom the Company pursuant to Section 6.6(e ) of the existence of, the identity of the person making and the material terms andconditions of, any Competing Proposal