definiens: means any bona fide, unsolicited written Company Acquisition Proposal ( onits most recently amended and modified terms, if amended and modified ) made by a third party which the Company Boarddetermines in good faith ( after consultation with its financial and legal advisors and taking into account all the terms andconditions of the Company Acquisition Proposal, including any break - up fees, expense reimbursement provisions andconditions to consummation ) to be more favorable to the Company Stockholders than the Offer, the Merger and the othertransactions contemplated by this Agreement and for which financing, if a cash transaction ( in whole or in part ), is thencommitted or determined by the Company Board to be reasonably likely to be obtained ; provided, however ¸ for purposes ofthis definition of the term Company Acquisition Proposal shall have the meaning assigned tosuch term herein, except that the references to shall be deemed to be references to means warrants to purchase Company Common Shares, excluding the Call SpreadWarrants