definiens: means a bona fide written Acquisition Proposal ( except the references therein to shall bereplaced by ) made by a third party which was not solicited by the Company, any Company Subsidiary, anyCompany Representative or any other Company affiliate and which, in the good faith judgment of the Company Board ( afterconsultation with its financial advisor and outside counsel ), taking into account the various legal, financial and regulatoryaspects of the proposal, including without limitation the financing terms thereof, and the Person making such proposal ( a ) ifaccepted, is reasonably likely to be consummated, and ( b ) if consummated would result in a transaction that is more favorableto the Company ’s stockholders, from a financial point of view, than the Offer and the Merger ( after giving effect to alladjustments to the terms thereof which may be offered by Parent ( including without limitation pursuant to Section 5.4(d)(ii ) ) )