definiens: means any bona fide binding written Acquisition Proposal that theCompany Board determines in good faith ( after consultation with outside counsel and its financial advisor ), taking intoaccount all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal, and which is notsubject to any financing condition or, if financing is required, such financing is then fully committed or reasonablydetermined to be available by the Company Board, ( A ) is more favorable to the shareholders of the Company from a financialpoint of view than the transactions contemplated by this Agreement ( including any adjustment to the terms and conditionsproposed by Parent in response to such proposal pursuant to Section 5.2(e ) or otherwise, and including any break - up fees andexpense reimbursement provisions ) and ( B ) is 60 reasonably likely to be completed on the terms proposed ; provided, that, for purposes of this definition of references in the term to shall be deemed to be references to Section 5.3 Preparation of Form S-4 and Proxy Statement ; Company Shareholders Meeting