definiens: means any written bona fide written AcquisitionProposal ( except that, for purposes of this definition, the references in the definition of to shall be replaced by ) made by a Third Party after thedate of this Agreement that ( i ) was not solicited in violation of Section 5.3 through Section5.6 ; and ( ii ) which each of the [COMPANY] Special Committee and the [COMPANY] Board ofDirectors has determined in its good faith judgment, after consultation with outside legalcounsel and financial advisors, taking into account all legal, financial and regulatory aspectsof the transaction described in such Acquisition Proposal, including the identity of the Personmaking such Acquisition Proposal, the certainty of closing, the availability of financing andthe ability of such Person to consummate the transactions contemplated by the AcquisitionProposal, ( A ) would reasonably be expected to be consummated in accordance with itsterms ( if accepted ) and ( B ) is on terms and conditions more favorable to the holders ofAsterias Common Stock ( solely in their capacities as such ) from a financial point of viewthan the Transactions ( after taking into account any revisions to the terms of theTransactions proposed by [COMPANY] and any different time period likely to be required toconsummate such Acquisition Proposal relative to the Transactions )