definiens: means a bona fide written Acquisition Proposal made by any Third Party after the datehereof that is on terms that the Company Board determines in good faith ( after consultation with outside legal counsel and afinancial advisor of nationally recognized reputation ), taking into account all legal, financial, regulatory, and other aspects ofthe Acquisition Proposal and the Third Party making the Acquisition Proposal ( including any conditions to closing andcertainty of closing, timing, any applicable break - up fees and expense reimbursement provisions, and ability of such ThirdParty to consummate the Acquisition Proposal ), ( i ) would, if consummated, result in a transaction that is more favorable tothe holders of Company Common Stock ( solely in their capacity as such ) from a financial point of view than theTransactions ( including any revisions to the terms of this Agreement proposed by Parent pursuant to Section 7.8(d ) ) and(ii ) is reasonably likely to be consummated on the terms proposed without undue delay ; provided, however, that, forpurposes of this definition of references in the term to shall bedeemed to be references to ; and further provided that in no event shall an Acquisition Proposal be deemedto be a Superior Proposal if consummation of the transaction contemplated thereby is subject to any financing condition orotherwise requires financing that is not fully committed