definiens: shall mean a bona fide, unsolicited written proposal for an Acquisition Proposal that did not arise from abreach of Section 4.2 ( substituting for this purpose 80 % for each reference to 10 % in the definition of AcquisitionProposal ) that the Board of Managers concludes in good faith, after consultation with its financial advisor and itsoutside legal counsel, taking into account all legal, financial, regulatory and other aspects of the proposal and thePerson making the proposal as permitted under applicable law ( i ) is more favorable to the Company ’s members from afinancial point of view, than the transactions contemplated by this Agreement and ( ii ) is fully financed and reasonablylikely to receive all required governmental approvals on a timely basis and otherwise reasonably capable of beingcompleted on the terms26 proposed . Nothing in this Section 4.2(a ) shall prohibit the Board of Managers of the Company from taking anddisclosing to the Company members, subject to Parent ’s rights in Section 7.1(g ), a position with respect to anAcquisition Proposal to the extent required under applicable law