definiens: means an unsolicited bona fide written Acquisition Proposal ( with all references to 20 % in the definition ofAcquisition Transaction being treated as references to 50 % for these purposes ) that : ( a ) was not obtained or made as a direct or indirectresult of a breach of ( or in violation of ) the Agreement and ( b ) is on terms and conditions that the Zordich Board or the Company Board, asapplicable, determines in good faith, based on such matters that it deems relevant ( including the likelihood of consummation thereof and thefinancing terms thereof ), as well as any written offer by the other Party to the Agreement to amend the terms of the Agreement, and followingconsultation with its outside legal counsel and financial advisors, if any, are more favorable, from a financial point of view, to Zordich’sstockholders or the Company ’s stockholders, as applicable, than the terms of the Contemplated Transactions and is not subject to anyfinancing conditions ( and if financing is required, such financing is then fully committed to the third party )