definiens: means any bona fide written Takeover Proposal that was unsolicited and did nototherwise result from a breach of Section 6.4 for which financing, to the extent required, is then fully committed and that theCompany Board determines in good faith ( after consultation with its outside financial advisor ) to be more favorable ( takinginto account ( i ) all financial and strategic considerations, including relevant legal, financial, 68regulatory and other aspects of such Takeover Proposal and the Merger and the other transactions contemplated by thisAgreement deemed relevant by the Company Board, ( ii ) the identity of the third party making such Takeover Proposal,(iii ) the reasonable likelihood of such proposal to be consummated on the terms so proposed, taking into account all relevantfinancial, regulatory, legal and other aspects of such proposal, including any conditions and ( iv ) the other terms andconditions of such Takeover Proposal ) to the Company ’s stockholders than the Offer and the Merger and the othertransactions contemplated by this Agreement ( taking into account all of the terms of any proposal by Purchaser to amend ormodify the terms of the Offer and the Merger and the other transactions contemplated by this Agreement ), except that thereference to in the definition of shall be deemed to be a reference to