definiens: means a bonafide written Acquisition Proposal for at least a majority of the equity or voting securities of the Company and itsSubsidiaries or assets representing at least a majority of the consolidated revenues of the Company and itsSubsidiaries, that was not solicited in violation of Section 6.03(a ) in all material respects and which is on terms thatthe Board of Directors determines in good faith by a majority vote, after considering the advice of a financial advisorof nationally recognized reputation and outside legal counsel and taking into account all the terms and conditions ofthe Acquisition Proposal, including any break - up fees, expense reimbursement provisions, the availability of anyfinancing ( if a cash transaction ) and conditions to consummation, are more favorable from a financial point of view tothe Company ’s stockholders than as provided hereunder ( taking into account any proposal by Parent to amend theterms of this Agreement pursuant to Section 6.03(d ) )