definiens: means a bona fide written Acqui sition Proposal made by a Person other than Buyer, which is on terms which the Paren t Board in good faith concludes ( following consultation with its financial advisors and outsid e counsel ), taking into account, among other things, all legal, financial, regulatory and other aspects of the proposal and the identity and nature of the Person making the proposal, ( i ) would, if consummated, result in a transaction that is more favorable to Parent or Parent ’s stockholder s ( in their capacities as stockholders ), from a financial point of view, than the transactions co ntemplated by this Agreement ( as the same may be proposed to be amended by Buyer pursuant to Section 5.5(e ), ( ii ) is reasonably likely to be completed, ( iii ) for which the Person making the proposal has sufficient financial resources available to it, and ( iv ) is not subject to any significant condition or contingency, such as obtaining third party financing, that is not als o contained in this Agreement