definiens: means any proposal ( on its most recently amended or modified terms, if amended ormodified ) by any Person which is not an Affiliate of the Company ( i ) involving the acquisition of a majorityequity interest in, or all or substantially all of the assets and liabilities of, the Company, and ( ii ) with respectto which the Board of Directors ( A ) determines in good faith that such proposal, if accepted, is reasonablylikely to be consummated on a timely basis, taking into account all legal, financial, regulatory and otheraspects of such proposal and the Person or Persons making such proposal, and ( B ) determines in its goodfaith judgment to be more favorable to the Company ’s stockholders than the transactions contemplated bythis Agreement and the other Transaction Documents taking into account all relevant factors ( includingwhether, in the good faith judgment of the Board of Directors, the Person or Persons making such proposalis reasonably able to finance the transaction, and any proposed changes to this Agreement that may beproposed by the Purchaser in response to such proposal )