definiens: shall mean any Third Party from which [COMPANY] or itsRepresentatives received during the Go - Shop Period a bona fide written Acquisition Proposalthat : ( i ) remains pending as of, and shall not have been withdrawn prior to, the expiration ofthe Go - Shop Period ; and ( ii ) during the Go - Shop Period each of the [COMPANY] Board ofDirectors and the [COMPANY] Special Committee reasonably determines in good faith, afterconsultation with [COMPANY] ’ financial and legal advisors, constitutes or would be reasonablylikely to lead to a Superior Proposal ; provided, that any such Third Party shall cease to be anExcluded Party upon the earliest to occur of the following : ( A ) such Third Party ’s AcquisitionProposal is withdrawn, terminated or expires ; ( B ) each of the [COMPANY] Special Committeeand the [COMPANY] Board of Directors determines in good faith, after consultation with itsfinancial advisor and outside legal counsel, that such Third Party ’s Acquisition Proposal nolonger constitutes a Superior Proposal or is no longer reasonably likely to lead to a SuperiorProposal ; and ( C ) 11:59 p.m. ( New York time ) on the fiftieth ( 50th ) day following the datehereof