definiens: shall mean a bona fide written Acquisition Proposal that the Board of Directorsof the Company determines, in its good faith judgment, after consultation with its outside legal counsel and itsfinancial advisor of nationally recognized reputation, 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 proposaland the Person making the proposal and other aspects of the Acquisition Proposal that the Company ’s Board ofDirectors deems relevant, and if consummated, would result in a transaction more favorable to the Company’sstockholders ( solely in their capacity as such ) from a financial point of view than the transaction contemplated by thisAgreement ; provided that for purposes of the definition of, the references to in the definition ofAcquisition Proposal shall be deemed to be references to Surviving Corporation . is defined in Recital B of the Agreement