definiens: means any of the following : ( a ) the [COMPANY] Board of Directors fails to publicly make the [COMPANY] Recommendation or withholds, withdraws, modifies, changes or qualifies in a manner adverse to [COMPANY] its approval of this Agreementor the [COMPANY] Recommendation ; ( b ) [COMPANY] requests in writing that the [COMPANY] Board of Directors publicly reaffirm the AegerionRecommendation and/or publicly reject any [COMPANY] Acquisition Proposal and the [COMPANY] Board ofDirectors shall not have done so within five ( 5 ) Business Days following receipt of such request ; ( c ) the [COMPANY] Board of Directors accepts, approves, endorses or recommends any AegerionAcquisition Proposal ; ( d ) [COMPANY] enters into an [COMPANY] Acquisition Agreement ; or ( e ) [COMPANY] or the [COMPANY] Board of Directors publicly proposes or announces its intention to do any ofthe foregoing, it being understood that publicly taking a neutral position or no position with respect to any [COMPANY] AcquisitionProposal until five ( 5 ) Business Days following the public announcement of such [COMPANY] Acquisition Proposal shallnot be considered an [COMPANY] Change of Recommendation ( it being further understood that after five ( 5 ) BusinessDays following the public announcement of such [COMPANY] Acquisition Proposal, continuing to take a neutral positionor no position will be deemed to be an [COMPANY] Change of Recommendation ) ; provided that all references to five(5 ) Business Days in this definition of [COMPANY] Change of Recommendation shall be changed to ten ( 10 ) BusinessDays in the event the applicable [COMPANY] Acquisition Proposal is a tender offer or exchange offer