definiens: shall mean a bona fide written Acquisition Proposal that the Board of Dire ctors determines, in its good faith judgment, after consultation with ou tside legal counsel and its financial advisor, is r easonably likely to be consummated in accordance with its ter ms, taking into account all legal, regulatory and f inancing aspects of the proposal and the Person making the p roposal and other aspects of the Acquisition Propos al that the Board of Directors deems relevant, and if consummat ed, would result in a transaction more favorable to the Company ’s stockholders ( solely in their capacity as such ) from a financial point of view than the Tran sactions ( including after giving effect to proposals, if any, made by Parent pursuant to Section 6.01(b)(i ) ) ; provided that for purposes of the definition of the references to in the definition of Acquisition Proposal shall be dee med to be references to is defined in Recital ( B ) of the Agreement