definiens: means any bona fide offer made by a third party that ifconsummated would result in such person ( or its shareholders ) owning, directly or indirectly, more than 80 % of theshares of US BioEnergy Common Stock then outstanding ( or of the shares of the surviving entity in a merger or thedirect or indirect parent of the surviving entity in a merger ) or all or substantially all the assets of US BioEnergy, whichthe Board of Directors of US BioEnergy reasonably determines ( after consultation with a financial advisor of nationallyrecognized reputation ) to be ( i ) more favorable to the shareholders of US BioEnergy from a financial point of view thanthe Merger ( taking into account all the terms and conditions of such proposal and this Agreement ( including anychanges to the financial terms of this Agreement proposed by VeraSun 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