definiens: shall mean any bona fide written Acquisition Proposal for an Acquisition Transaction onterms that the Company Board shall have determined in good faith ( after consultation with its financial advisor andoutside legal counsel ), would be more favorable from a financial point of7view to the Company Stockholders than the Offer and the Merger, taking into account, after consultation with outsidecounsel and the Company 's financial advisors, the terms and conditions of such Acquisition Proposal ( including legal, financial ( including financing terms ), regulatory and other aspects of such Acquisition Transaction, as well as thelikelihood and timing of consummation thereof ) and this Agreement ( including any changes to the terms of thisAgreement committed to by Parent in good faith to the Company in response to such Acquisition Proposal orotherwise ) that the Company Board determines to be relevant ; provided that for purposes of the definition of, the references to and in the definition of Acquisition Transaction shall be deemed to bereferences to