definiens: shall mean an unsolicited bona f ide written Acquisition Proposal that the Board of Directors or the Special Committee det ermines, in its good faith judgment, after consulta tion with outside legal counsel and its financial advisors, i s reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory an d financing aspects ( including certainty of closing ) of the proposal and the Person making the proposal and oth er aspects of the Acquisition Proposal that the Boa rd of Directors or the Special Committee deems relevant, and if consummated, would result in a transaction m ore favorable to the Company ’s stockholders ( other than Parent and its Affiliates ), solely in their capaci ty as such, from a financial point of view than the Transaction s ( including after giving effect to proposals, if a ny, made by Parent pursuant to Section 6.1(b)(i ) ) ; provided that for purposes of the definition of the references to in the definition of Acquisitio n Proposal shall be deemed to be references to Surviving Corporation . is defined in Section 2.1 of the Agreement