definiens: means an y bona fide written proposal made to Seller by any Third Party which did not result from a breach of Section 4.06 with respect to any Alternative Transaction or any purchase or acquisition ( a ) involving the Acquired Assets or more than 50 % of the voting po wer of the Common Stock, ( b ) that is on terms that the Seller Board determines in good faith ( after consultation with its financial advisors and outside legal counsel ) would result in a transaction that, if consummated, is more favorable to Seller ’s stockh olders from a financial point of view than the transactions contemplated by this Agreement ( taking into account any proposal by Buyer to amend the terms of this Agreement ) ; ( c ) with respect to which the cash consideration and other amounts ( including costs associated with the proposed acquisition ) payable at closing are subject to fully committed financing from recognized financial institutions ; and ( d ) that is reasonably likely to receive all required governmental approvals on a timely basis and otherwise reasonably capable of being completed within a reasonable period of time on the terms proposed, taking into account all financial, regulatory, legal and other aspects of such proposal