definiens: means a written [COMPANY] Acquisition Proposal ( provided, however, that, forthe purposes of this definition, all references to in the definition of shall bechanged to ) made by a Person or Persons acting jointly or in concert ( other than [COMPANY], MergerCo and any oftheir respective Affiliates ) and which, or in respect of which : ( a ) the [COMPANY] Board of Directors has determined in good faith, after consultation with its financialadvisors and outside legal counsel : ( i ) would, if consummated taking into account all of the terms and conditions of such AegerionAcquisition Proposal ( but not assuming away any risk of non - completion ), result in atransaction which is more favorable to [COMPANY] Stockholders from a financial point of viewthan the Transaction ( including any adjustment to the terms and conditions of theTransaction proposed by [COMPANY] pursuant to Section 6.4 ) ; ( ii ) is reasonably capable of being completed in accordance with its terms, without undue delay, taking into account all legal, financial, regulatory and other aspects of such AegerionAcquisition Proposal and the Person or Persons making such [COMPANY] Acquisition Proposal;and ( iii ) that funds, securities or other consideration necessary for such [COMPANY] AcquisitionProposal are or are reasonably likely to be available ; and ( b ) in the case of an [COMPANY] Acquisition Proposal involving [COMPANY] Shares, is made available to all ofthe [COMPANY] Stockholders on the same terms and conditions