definiens: shall mean abona fide written Acquisition Proposal ( except the references therein to shall be replaced by ), which, in the good faith judgment of the Company'sBoard of Directors ( after consultation with the Company 's financial advisors andoutside counsel ), taking into account the various legal, financial andregulatory aspects of the proposal, including the financing terms thereof ( itbeing understood that the inclusion of any in suchAcquisition Proposal, pursuant to which the Company 's stockholders may be issueddebt instruments as part of the consideration payable in connection with thetransactions contemplated by such Acquisition Proposal, shall not create anyinference that, nor be used by Parent to assert or otherwise claim that, anAcquisition Proposal is not a Superior Proposal ), and the Person making suchproposal ( i ) if accepted, is reasonably likely to be consummated, and ( ii ) ifconsummated would result in a transaction that is more favorable to theCompany 's stockholders, from a financial point of view, than the Merger