definiens: shall mean an unsolicited, bona fide written Acquisition Proposal for an AcquisitionTransaction on terms that the Company Board determines in good faith, after consultation with outside legal counseland an independent nationally recognized financial advisor, taking into account all of the terms and conditions of theoffer deemed relevant by such Company Board to be more favorable to the Company Stockholders than the terms ofthe Merger ; provided, however, that for purposes of the reference to an in this definition of a all references to in the definition of shall be deemed to be references to shall mean any and all U.S. federal, state and local and non - U.S. taxes, including taxes based upon ormeasured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise, property taxes and any payments due under a taxsharing agreement, together with all interest, penalties and additions imposed with respect to such amounts