definiens: means a bona fide unsolicited Acquisition Proposal ( with references in the definition thereof to 15 % and 85 % being deemedto be replaced with references to 50 % ) which the Company Board of Directors determines in good faith, after consultation with the Company ’s outsidelegal and financial advisors, taking into account all legal, financial, regulatory, and other aspects of the Acquisition Proposal and the Person making theAcquisition Proposal ( including any conditions to closing and certainty of closing, timing, any applicable break - up fees and expense reimbursementprovisions and ability of such Person to consummate the Acquisition Proposal ), ( i ) would, if consummated, be more favorable to the Company and thestockholders of the Company from a financial point of than the Merger, and ( ii ) would be reasonably likely to be consummated on the terms proposedwithout undue delay ; provided that in no event shall an Acquisition Proposal be deemed to be a Superior Proposal if consummation of the transactioncontemplated thereby is subject to any financing condition or otherwise requires financing that is not fully committed