definiens: shall mean an unsolicited bona fide written Acquisition Proposal that the Board of Directors determines, in itsgood faith judgment, after consultation with outside legal counsel and its financial advisors, is reasonably likely to be consummated in accordance with itsterms, taking into account all legal, regulatory and financing aspects ( including certainty of closing ) of the proposal and the Person making the proposaland other aspects of the Acquisition Proposal that the Board of Directors deems relevant, and if consummated, would result in a transaction morefavorable to the Company ’s stockholders ( solely in their capacity as such ) from a financial point of view than the Transactions ( including after giving effectto proposals, if any, made by Parent pursuant to Section 6.1(b)(i ) ) ; provided that for purposes of the definition of the references to in the definition of Acquisition Proposal shall be deemed to be references to Surviving Corporation . is defined in Recital B of the Agreement