definiens: shall mean any bona fide written Alternate Proposal from any Person or group ofPersons ( provided that, for the purpose of this definition, all references to in the definition of shall be replaced by that ( i ) the Company 10Board determines in good faith ( after consultation with its outside legal counsel and financial advisors, in each case ofinternational repute ) to be more favorable to the Company, the holders of Company Shares ( including CompanyShares represented by ADSs ) and the other stakeholders of the Company than the Offer, taking into account, amongother things, ( x ) all legal, financial, regulatory, timing, financing and other aspects of the Alternate Proposal, this MoUand the Offer on the terms described in this MoU ( including the respective conditions to and the respective expectedtiming and risks of consummation ), ( y ) any improved terms that Parent may have offered pursuant to and inaccordance with Section ​6.1.2(e)(ii ), and ( z ) the corporate interest ( intérêt social ) of the Company, and ( ii ) theCompany Board determines in good faith ( after consultation with its outside legal counsel and financial advisors ineach case of international repute ) that failure to pursue such Alternate Proposal would be inconsistent with itsfiduciary duties under applicable Law