definiens: means an unsolicited, bona fide written Takeover Proposal ( provided, that for purposes of thisdefinition, references to 20 % in the definition of shall be deemed to be references to 50 % ) madeby a third party that the Company Board determines in good faith, after consultation with outside legal counsel and theCompany Financial Advisor, taking into account all relevant factors, including the price, form of Agreement and Plan of Merger Exhibit A, Page 8consideration, closing conditions, the legal, regulatory and financial aspects thereof, the ability to finance theproposal, the prospects for completion and other aspects of the proposal that the Company Board deems relevant,(i ) would, if consummated, result in a transaction that is more favorable to the holders of Company Common Stockfrom a financial point of view than the Offer and the Merger ( after giving effect to all adjustments to the terms thereofwhich may be proposed by Parent ( including pursuant to Section 6.6(d)(ii ) ) ) and ( ii ) is reasonably likely to beconsummated on the terms proposed