definiens: shall mean an unsolicited bona fide written Acquisition Proposal that the Boardof Directors determines, in its good faith judgment, after consultation with outside legal counsel and its financialadvisors of nationally recognized reputation, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects ( including certainty of closing, termination fees, anyexpense reimbursement provisions and whether such Acquisition Proposal is fully financed ) of the proposal and thePerson making the proposal and other aspects of the Acquisition Proposal that the Board of Directors deems relevant, and if consummated, would result in a transaction more favorable to the Company ’s stockholders ( solely in theircapacity as such ) from a financial point of view than the Transactions ( including after giving effect to proposals, ifany, made by Parent pursuant to Section 6.1(b)(i ) ) ; provided that for purposes of the definition of thereferences to in the definition of Acquisition Proposal shall be deemed to be references to Support Agreement . is defined in Recital F of the Agreement