definiens: means a bona fide written Acquisition Proposal ( on its most recently amended or modified terms, ifamended or modified ) ( except that references in the definition of to shall be replaced by 100 % ) madeby a third party to enter into an Alternative Transaction that the Board of Directors of the Company determines in its good faithbusiness judgment ( after consultation with the Company ’s financial advisor and outside legal counsel ) to be ( i ) more favorable to theCompany ’s stockholders than the Merger ( taking into account all of the terms and conditions of such proposal and this Agreement(including any changes to the terms of this Agreement proposed by Parent in response to such -65- offer or otherwise ) and relevant legal, financial and regulatory aspects of the proposal, the identity of the third party making suchproposal and the conditions for completion of such proposal, ( ii ) reasonably capable of being consummated, taking into account allfinancial, legal, regulatory and other aspects of such proposal and ( iii ) not conditioned upon the ability to obtain financing