definiens: shall mean an unsolicited, bona fide written Acquisition Proposal for an AcquisitionTransaction on terms that the Company Board determines in good faith by majority vote, after consultation with outside legalcounsel and an independent nationally recognized financial advisor, taking into account all of the terms and conditions of theoffer deemed relevant by such Company Board ( including termination fee, expense reimbursement provisions, conditions toand expected timing and risks of consummation, the ability of the Person or a group ( as defined under Section 13(d ) of theExchange Act ) making such offer to receive necessary regulatory approvals ) to be more favorable to the Company’sstockholders ( in their capacities as stockholders ) than the terms of the Merger ; provided, however, that for purposes of thereference to an in this definition of a all references to in the definition of shall be deemed to be references to shall mean any and all U.S. federal, state and local and non - U.S. taxes, including taxes based upon ormeasured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additionsimposed with respect to such amounts