definiens: shall mean an unsolicited bona fide written Acquisition Proposal that ( a ) has not been withdrawn, ( b ) ifconsummated, would result in the Person making such Acquisition Proposal ( or in the case of a direct merger between such Person and theCompany, the stockholders of such Person ) acquiring, directly or indirectly, more than 80 % of the outstanding Shares or all of the assets ofthe Acquired Corporations, taken as a whole, and ( c ) the Board of Directors determines, in its good faith judgment, after consultation withoutside legal counsel and its financial advisors of nationally recognized reputation, is reasonably likely to be consummated in accordancewith its terms, taking into account all legal, regulatory, financial and financing aspects ( including certainty of closing ) of such AcquisitionProposal and the Person making such Acquisition Proposal and other aspects of such Acquisition Proposal that the Board of Directorsdeems relevant in accordance with its good faith judgment, and if consummated, would result in a transaction more favorable to theCompany ’s stockholders ( solely in their capacity as such ) from a financial point of view than the Transactions ( including after giving effect toproposals, if any, made by Parent pursuant to Section 6.1(b)(i ) )