definiens: means any bona fide, written Takeover Proposal for the acquisition of no less than amajority of the outstanding capital stock of the Company or the assets of the Company and its Subsidiaries on a consolidatedbasis that did not result from a breach of this Section 6.02, which the Company Board determines in good faith ( after consultationwith its financial advisor and outside legal counsel ) ( A ) is reasonably likely to be consummated in accordance with its terms, and(B ) if consummated, would be more favorable to the Unaffiliated Stockholders from a financial point of view than the Offer andthe Merger, in each case taking into account all financial, legal, financing, regulatory and other aspects of such TakeoverProposal ( including the person or group making the Takeover Proposal ) and of this Agreement ( including any changes to theterms of this Agreement proposed by Parent pursuant to Section 6.02(h ) )