definiens: means a written [COMPANY] Acquisition Proposal ( provided, however, that, for thepurposes of this definition, all references to in the definition of shall be changedto ) made by a Person or Persons acting jointly or in concert ( other than [COMPANY], MergerCo and any of theirrespective Affiliates ) and which, or in respect of which : ( a ) the [COMPANY] Board of Directors has determined in good faith, after consultation with financial advisorsand outside legal counsel : ( i ) would, if consummated taking into account all of the terms and conditions of such QLTAcquisition Proposal ( but not assuming away any risk of non - completion ), result in atransaction which is more favorable to [COMPANY] Shareholders from a financial point of view thanthe Transaction 118 ( including any adjustment to the terms and conditions of the Transaction proposed byAegerion pursuant to Section 6.2 ) ; ( 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 [COMPANY] AcquisitionProposal and the Person or Persons making such [COMPANY] Acquisition Proposal ; and ( iii ) that funds, securities or other consideration necessary for [COMPANY] Acquisition Proposal are orare reasonably likely to be available ; and ( b ) in the case of a [COMPANY] Acquisition Proposal involving [COMPANY] Shares, is made available to all of the QLTShareholders on the same terms and conditions