definiens: means any bona fide written Acquisition Proposal that ( i ) is not subject to any financing conditionand ( ii ) the Company Board or any committee thereof determines in good faith ( after consultation with the CompanyFinancial Advisor and outside legal counsel ), taking into account, among other things, all legal, financial, regulatory, andother aspects of the Acquisition Proposal and the Third Party making the Acquisition Proposal, including the form ofconsideration, financing terms ( and certainty of financing ) thereof and the likelihood of consummation, if consummatedwould result in a transaction that is more favorable to the Company ’s stockholders than the Offer and the Merger ( taking intoaccount ( 1 ) any adjustment to the terms and conditions proposed by Parent in an offer that is ( x ) in writing in response to suchAcquisition Proposal pursuant to Section 6.03 or otherwise and ( y ) not revocable during the time period that the Companycannot accept the Acquisition Proposal under Section 6.03, and ( 2 ) any termination fees ) ) ; provided, however, that, forpurposes of this definition of references in the term to shall bedeemed to be references to