definiens: means a bona fide written Acquisition Proposal(provided that, for purposes of this definition, references to 15 % in the definition of aredeemed to be references to 50 % ) which the board of directors of the Party that is the subject of the AcquisitionProposal determines in good faith ( after consultation with its financial advisor ): ( i ) to be reasonably likely to beconsummated if accepted ; and ( ii ) to be more favorable to such Party ’s stockholders 70 from a financial point of view than the Merger, in each case, taking into account at the time of determination allrelevant circumstances, including the various legal, financial and regulatory aspects of the proposal, all the terms andconditions of such proposal and this Agreement, any changes to the terms of this Agreement offered by the otherparty in response to such Acquisition Proposal and the ability of the Person making such Acquisition Proposal toconsummate the transactions contemplated by such Acquisition Proposal ( based upon, among other things, expectation of obtaining required approvals )