definiens: means a bona fide written Acquisition Proposal ( provided that, for purposes of this definition, references to 15 % in the definition of shall be deemed to be references to 50 % ) which theboard of directors of Company determines in good faith ( after consultation with its financial advisor ): ( i ) to bereasonably likely to be consummated if accepted ; and ( ii ) to be more favorable to Company Stockholders from afinancial point of view than the Acquisition, taking into account any changes to the terms of this Agreement offered byAlbireo or Sellers in response to such Acquisition Proposal ; provided, however, that, without limitation, any such offerwill not be deemed to be a unless ( A ) no financing is required to consummate the transactioncontemplated by such offer or ( B ) financing is required to consummate the transaction contemplated by such offerand either ( 1 ) such financing is committed or ( 2 ) the board of directors of Company determines in good faith that suchfinancing is reasonably capable of being obtained by such third party