definiens: means any bona fide written Acquisition Proposal to effect a merger, consolidation, reorganization, share exchange, recapitalization, liquidation, direct or indirect business combination, or other similartransaction as a result of which Coley stockholders cease to own at least 50 % of the voting securities of the ultimateparent entity resulting from such transaction or sale of all or substantially all of the assets of Coley, having terms that theBoard of Directors of Coley determines in its good faith judgment, after having received the advice of a financial advisorof nationally recognized reputation and outside legal counsel, taking into account all relevant factors, including anyconditions to such Acquisition Proposal, the timing of the closing thereof, the risk of nonconsummation, the ability ofthe Person making the Acquisition Proposal to finance the transaction contemplated thereby, and any requiredgovernmental or other consents, filings and approvals, ( A ) would, if consummated, result in a transaction that is morefavorable to Coley ’s stockholders from a financial point of view than the transactions contemplated by this Agreement(including the terms of any proposal by Acquiror to modify the terms of the transactions contemplated by thisAgreement ) and ( B ) is reasonably likely to be financed and otherwise completed without undue delay