definiens: means any Person or group ( other than Parent and its subsidiaries ) from which the Company received duringthe Go - Shop Period a written Company Takeover Proposal that : ( a ) remains pending as of, and shall not have been withdrawn on or prior to, the Go - Shop Period End Date and ( b ) the Company Board determines, in good faith, on or prior to the Go - Shop Period End Date, afterconsultation with outside counsel and a financial advisor, constitutes or would reasonably be expected to lead to a Superior CompanyProposal ; provided that any Person shall cease to be an Excluded Party ( i ) at such time following the No - Shop Period Start Date that theCompany Takeover Proposal submitted by such Person is withdrawn or terminated ( it being understood that any amendment, modification orreplacement of such Company Takeover Proposal shall not, in and of itself, be deemed a withdrawal of such Company Takeover Proposal)or ( ii ) if such Person ’s Company Takeover Proposal is not so withdrawn or terminated as of the No - Shop Period Start Date, then on the tenth(10th ) business day following the No - Shop Period Start Date if the Company Board shall not have either made an Adverse RecommendationChange or given Parent written notice of its intention to take such action, in each case as a result of such Person ’s Company TakeoverProposal