definiens: shall mean any bona fide ( i ) Alternative Proposal ( except thatreferences to in the definition thereof will be deemed to be references to ) or ( ii ) written proposal to acquire assets or businesses of the Company and/or its Subsidiary for a PurchasePrice in excess of the fair value of the Parent Common Stock, in each case made by any person that is on terms that the SpecialCommittee or the Board of Directors of the Company determines in good faith ( after consultation with its financial advisorand outside legal counsel and after taking into account all legal, financial ( including the financing terms thereof ), regulatory, timing and other aspects of the proposal, as well as any modification to this Agreement ( or the terms of any AlternativeAcquisition Agreement offered by Parent, in the case of clause ( ii ) ) that Parent and Merger Sub propose to make in accordancewith Section 4.16(d)(ii ) ), are more favorable to the Company ’s stockholders from a financial point of view than thetransactions contemplated by this Agreement