definiens: means a bona fide written Company Competing Proposal ( with references to 20%and 80 % being deemed to be replaced with references to 50 % ), which the Company Board of Directors determines ingood faith after consultation with the Company ’s outside legal and financial advisors to be ( a ) more favorable to thestockholders of the Company from a financial point of view than the Merger, taking into account all relevant factors(including all the terms and conditions of such Company Competing Proposal and this Agreement ( including anychanges to the terms of this Agreement proposed by Parent in response to such Company Competing Proposal orotherwise ) ) and ( b ) reasonably capable of being completed as proposed on a timely basis, in the case of each ofclauses ( a ) and ( b ), taking into account ( i ) all financial, legal, regulatory and other aspects of such CompanyCompeting Proposal ( including any termination fees, any expense reimbursement provisions, the conditions to theconsummation of such Company Competing Proposal and whether such Company Competing Proposal is fullyfinanced ) and ( ii ) the identity of the Person making such Company Competing Proposal