definiens: means an unsolicited, bona fide Acquisition Proposal ( with all references to 20 % in thedefinition of Acquisition Proposal being treated as references to 50 % for these purposes ) made by a third party that(a ) was not obtained or made as a direct or indirect result of a breach of ( or in violation of ) this Agreement ; and ( b ) ison terms and conditions that the Vital Board of Directors determines, in its reasonable, good faith judgment, afterobtaining and taking into account such matters that it deems relevant following consultation with its outside legalcounsel and financial advisor, if any ( i ) is more favorable, from a financial point of view, to the Vital Stockholders thanthe terms of the Transaction ; and ( ii ) is reasonably capable of being consummated ; provided, however, that any suchoffer shall not be deemed to be a if any financing required to consummate the transactioncontemplated by such offer is not committed and is not reasonably capable of being obtained by such third party