definiens: means any bona fide written unsolicited Acquisition Proposalmade after the date hereof ( with all percentages included in the definition of increased to 50%),taking into account all legal, financial, regulatory and other aspects of the proposal, the Person making the proposal, all relevant the terms and conditions of such Acquisition Proposal, any changes to the terms of this Agreementoffered by Omega Parent and Omega in response to such Acquisition Proposal, the anticipated timing, conditions andability of the Person making such Acquisition Proposal to consummate the transactions contemplated by suchAcquisition Proposal ( including whether such Person is reasonably likely to have adequate sources of financing oradequate funds to consummate such Acquisition Proposal ), that ( A ) if consummated, would be more favorable to thestockholders of Beta or stockholders of Omega, as applicable, from a financial point of view than the Mergers and theother transactions contemplated by this Agreement ( including any adjustment to the terms and conditions thereofproposed in writing by the other party in response to any such Acquisition Proposal ) and ( B ) if accepted, is reasonablylikely to be completed on the terms proposed on a timely basis