definiens: means a bona fide written Acquisition Proposal ( with all of the references to 20 % included in the definition of Acquisition Proposal increased to 50 % ) received after the date hereof that was neither solicited nor negotiated in breach of Section 6.2, that the Company Board ( or a committee thereof ) determines in good faith, after consultation with the Company ’s financial advisor and outside legal counsel, and taking into consideration, among other things, all of the terms, conditions, impac t and all legal, financial, regulatory and other aspects of such Acquisition Proposal and this Agreement that the Company Board ( or a committee thereof ) deems relevant ( in each case taking into account any revisions to this Agreement made in writing by Par ent prior to the time of determination pursuant to Section 2.3(e ) ), including financing, regulatory approvals, identity of the Person or group making the Acquisition Proposal, breakup fee provisions, that would, if consummated, result in a transaction that ( i ) is more favorable to the holders of Company Common Stock from a financial point of view than the transactions provided for in this Agreement, and ( ii ) is reasonably likely to be consummated in accordance with its terms