definiens: means an unsolicited, bona fide written Acquisition Proposal ( with all references to 20 % inthe definition of Acquisition Proposal being treated as references to 50 % for these purposes ) made by a third partythat ( a ) was not obtained or made as a direct or indirect result of a breach of ( or in violation of ) this Agreement ; and ( b)is on terms and conditions that the [COMPANY] Board of Directors or the [COMPANY] Board of Directors, as applicable, determines, in its reasonable, good faith judgment, after obtaining and taking into account such matters that its Boardof Directors deems relevant following consultation with its outside legal counsel and financial advisor, if any ( i ) is morefavorable, from a financial point of view, to the [COMPANY] Shareholders or the [COMPANY] Stockholders, as applicable, thanthe terms of the Merger ; and ( ii ) is reasonably capable of being consummated ; provided, however, that any such offershall not be deemed to be a if ( A ) any financing required to consummate the transaction contemplatedby such offer is not committed and is not reasonably capable of being obtained by such third party or ( B ) if theconsummation of such transaction is contingent on any such financing being obtained