definiens: means : ( i ) the termination of this Agreement by [COMPANY] pursuant to Section 7.1(c)(ii ), in which casethe Termination Fee shall be paid by [COMPANY] concurrent with the [COMPANY] Termination FeeEvent ; ( ii ) the termination of this Agreement by [COMPANY] pursuant to Section 7.1(d)(i ), in which case theTermination Fee shall be paid by [COMPANY] within two ( 2 ) Business Days of the AegerionTermination Fee Event ; 91 ( iii ) the termination of this Agreement by either [COMPANY] or [COMPANY] pursuant to Section 7.1(b)(i ) orSection 7.1(b)(iii ) or by [COMPANY] pursuant to Section 7.1(d)(iii ), if, in any of the foregoing cases,(x ) prior to such termination, an [COMPANY] Acquisition Proposal shall have been made publicor proposed publicly to [COMPANY] or [COMPANY] Stockholders and has not been publiclywithdrawn prior to the [COMPANY] Meeting and ( y ) within twelve ( 12 ) months following suchtermination, [COMPANY] or one or more of the [COMPANY] Subsidiaries shall have consummatedany transaction in respect of any [COMPANY] Acquisition Proposal ( provided, that for purposesof this clause ( iii ), the references to in the definition of [COMPANY] Acquisition Proposalshall be deemed to be references to ), in which case the Termination Fee shall be paidby [COMPANY] on the date of consummation of such transaction