definiens: means a bona fide written Takeover Proposal ( provided that for this purpose the references to in the definition of Takeover Transaction shall be deemed to be references to ) that ( i ) upon execution by the Company wouldbe binding upon the Person making such Takeover Proposal, ( ii ) did not result from a breach in a material respect of Section 6.02(a ) and ( iii ) theCompany Board determines in its reasonable good faith judgment ( after consultation with its outside legal counsel and a financial advisor of nationalreputation ) ( A ) is reasonably likely to be consummated in accordance with its terms, taking into account all financial, legal, regulatory, timing and otheraspects of such proposal and ( B ) would, if consummated, result in a transaction that is more favorable to the Company ’s stockholders from a financialpoint of view than the Transactions, taking into account all of the terms and conditions of such proposal and this Agreement ( including any changes to theterms of this Agreement proposed by Parent in response to such Superior Proposal or otherwise )