definiens: means a person, corporation, partnership, association, trust, unincorporated organization, otherentity or group ( as defined in Section 13(d)(3 ) of the Exchange Act ) ; ( k ) or of the Surviving Corporation, AVANT, [COMPANY] or any other person meansany corporation, partnership, joint venture or other legal entity of which the Surviving Corporation, AVANT, [COMPANY] or suchother person, as the case may be ( either alone or through or together with any other subsidiary ), owns, directly or indirectly, more than fifty percent ( 50 % ) of the stock or other equity interests the holders of which are generally entitled to vote for theelection of the board of directors or other governing body of such corporation or other legal entity ; ( l ) means a written Acquisition Proposal ( with substituted for in thedefinition of Acquisition Proposal ) ( on its most recently amended and modified terms, if amended and modified ), ( i ) which theboard of directors of AVANT or [COMPANY], as applicable, determines, in its good faith judgment, after receiving the advice of itsfinancial advisor ( which shall be a nationally recognized investment banking firm and which in the case of AVANT may beNeedham & Company, LLC ) and after taking into account all the terms and conditions of the AVANT Acquisition Proposaland such other factors as the applicable board of directors deems relevant, is more favorable from a financial point of view tothe stockholders of AVANT or [COMPANY], as applicable ( in their capacities as stockholders ) than those contemplated by thisAgreement ( including any alterations to this Agreement agreed to in a counterproposal or other writing by the affected partyin response thereto ), ( ii ) the conditions to the consummation of which are all reasonably capable of being satisfied, and ( iii)for which financing, to the extent required in order to pay the AVANT stockholders their consideration, is then committed