definiens: means any bona fide written Acquisition Proposal that the Company Board determines in good faith(after consultation with outside counsel and its financial advisor ), taking into account all legal, financial, regulatory and other aspects ofthe proposal ( including certainty of closing ), the Person making the proposal, and such other factors as the Company Board considersto be appropriate, would, if consummated, result in a transaction that is more favorable to Company Stockholders from a financial pointof view than the Merger and the other transactions contemplated by this Agreement ( including any adjustment to the terms andconditions proposed by Parent in response to such proposal ) ; provided that, for purposes of this definition of references in the term to shall be deemed to be references to ( iii ) means ( i ) any confidentiality agreement entered into by the Company from and afterthe date of this Agreement that contains confidentiality provisions that are not materially less favorable in the aggregate to theCompany than those contained in the Confidentiality Agreement, except that such confidentiality agreement need not include explicit orimplicit standstill provisions that would restrict the making of or amendment or modification to Acquisition Proposals, or ( ii ) anyconfidentiality agreement entered into prior to the date of this Agreement, it being understood that the Company, in its sole discretion, shall be entitled to waive or release any preexisting explicit or implicit standstill provisions or similar agreements with any Person orgroup of Persons