definiens: means any bona fide offer made by a third party that if consummatedwould result in such person ( or its shareholders ) owning, directly or indirectly, more than 80 % of the shares ofVeraSun Common Stock then outstanding ( or of the shares of the surviving entity in a merger or the direct or indirectparent of the surviving entity in a merger ) or all or substantially all the assets of VeraSun, which the Board ofDirectors of VeraSun reasonably determines ( after consultation with a financial advisor of nationally recognizedreputation ) to be ( i ) more favorable to the shareholders of VeraSun from a financial point of view than the Merger(taking into account all the terms and conditions of such proposal and this Agreement ( including any changes to thefinancial terms of this Agreement proposed by US BioEnergy in response to such offer or otherwise ) ) and(ii ) reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects ofsuch proposal