definiens: means an unsolicited, bona fide written ( on its most recently amended or modifiedterms, if amended or modified ) Acquisition Proposal ( with all of the percentages included in the definition of AcquisitionProposal increased to 50 % ) made by a Person ( other than Buyer or its Affiliates ) after the date hereof that did not result from abreach of Section 5.4 and that if consummated would be on terms that Parent ’s board of directors in good faith concludes(after consultation with its financial advisor and outside counsel ) ( i ) will result in a transaction that is more favorable toParent ’s stockholders ( in their capacities as stockholders ), from a financial point of view, than the transactions contemplatedby this Agreement ( including any binding revision hereto proposed by Buyer in response to such proposal or otherwise ) and(ii ) is reasonably probable of being completed in a prompt manner