definiens: shall mean a bona fide written Acquisition Proposal not solicited in violation of this Agreement that the Board of Direc tors determines, in its good faith judgment, after consultation with outside legal counsel and its financial adviso r, is reasonably likely to be consummated in accord ance with its terms, taking into account all legal, regulator y and financing aspects of the proposal and the Per son making the proposal and other aspects of the Acquisition P roposal that the Board of Directors deems relevant, and if consummated, would result in a transaction more fav orable to the Company ’s stockholders ( solely in the ir capacity as such ) from a financial point of view th an the Transactions ( including after giving effect to proposals, if any, made by Parent pursuant to Section 6.1(b)(i ) ) ; provided that for purposes of the definition of the references to in the definition o f Acquisition Proposal shall be deemed to be refere nces to Surviving Corporation . is defined in Recital ( B ) of the Agreement