definiens: means a bona fide written Acquisition Proposal ( provided, that for this purposethe references to in the definition of Acquisition Transaction shall be deemed to be referencesto ) made by a Third Party, that did not result from a material breach of Section 6.02, that theCompany Board determines in its good faith judgment ( after consultation with its financial advisors and outside legalcounsel ), taking into account all of the terms and conditions of such Acquisition Proposal and this Agreement(including any offer by Parent to amend the terms of this Agreement and any other agreements proposed by Parent, including any Proposed Changed Terms ) and taking into 10 account all financial, legal, regulatory and other aspects of such Acquisition Proposal, that the Company Boardconsiders in good faith to be appropriate ( including the conditionality and the timing and likelihood of consummation ofsuch proposal ), is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable to the Company ’s stockholders ( solely in their capacity as such ) from afinancial point of view than the Transactions