definiens: means a material event, change, effect, development or occurrence occurringor arising after the date of this Agreement that ( i ) was not known by nor was it foreseen by the [COMPANY] Board ofDirectors as of or prior to the date of this Agreement ( or, if known, the consequences of which were not known to theAegerion Board of Directors as of the date of this Agreement ), which event, change, effect, development oroccurrence becomes known to the [COMPANY] Board of Directors prior to the [COMPANY] Stockholder Approval and resultsin the standalone financial condition of [COMPANY] and its Subsidiaries taken as a whole, being more favorable to theAegerion Stockholders than this Agreement and the Transaction, and 104 ( ii ) does not relate to or involve ( A ) an [COMPANY] Acquisition Proposal, or ( B ) any changes in the market price, orchange in trading volume, of [COMPANY] Shares ( it being understood that the underlying causes of any such changes ordevelopments may, if they are not otherwise excluded from the definition of [COMPANY] Intervening Event, be taken intoaccount in determining whether an [COMPANY] Intervening Event has occurred )