definiens: means a bona fide ( as reasonably determined in good faith by the Company Board ) Acquisition Proposal ( exceptthe references in the definition thereof to will be replaced by ) made to the Company after the date of thisAgreement that the Company Board or a committee thereof has determined in good faith, after consultation with outside legal counsel and financialadvisors, ( a ) is superior to the holders of Shares from a financial point of view to the Contemplated Transactions ( including any revisions to the terms ofthis Agreement proposed by Parent pursuant to Section 6.3(e ) ) and ( b ) superior from an overall point of view to the Contemplated Transactions ( includingany revisions to the terms of this Agreement proposed by Parent pursuant to Section 6.3(e ) ), taking into account all legal, financial and regulatory terms, the likelihood of consummation, and all other aspects of such Acquisition Proposal and the Person making the Acquisition Proposal ( including anyconditions to closing and certainty of closing, timing, any applicable break - up fees and expense reimbursement provisions, and ability of such third partyto consummate the Acquisition Proposal )