definiens: means a bona fide, unsolicited written Acquisition Proposal ( but substituting for all references to in the definition of suchterm ), ( i ) on terms that the Board of Directors determines in good faith after consultation with outside counsel and itsfinancial advisor, are more favorable from a financial point of view to the Company ’s stockholders than the Offer andthe Merger, taking into account the terms and conditions and all other relevant factors ( including all financial, regulatory, financing, conditionality, legal and other terms and conditions ) of such proposal and this Agreement ( takinginto account any revisions to the terms of this Agreement proposed by Parent in response to such AcquisitionProposal as contemplated by Section 7.03(e ) ) and ( ii ) that the Board of Directors determines is reasonably likely to becompleted on the terms proposed, taking into account all financial, regulatory, financing, timing, conditionality, legaland other aspects of such proposal