definiens: means a material event, development or change incircumstances with respect to the Company occurring, arising or coming to the attention of the Company Board after the dateof this Agreement and prior to the Offer Closing, and which was not known, and could not reasonably be expected to havebeen known or foreseen, to or by the Company Board as of or prior to the date of this Agreement and was not known by theCompany ’s management or reasonably foreseeable as of or prior to the date of this Agreement ; provided, however, that in noevent shall ( 1 ) the receipt, existence or 53terms of a Takeover Proposal, ( 2 ) any events, developments or change in circumstances of Parent, ( 3 ) clearance of the Offerand the Merger under the HSR Act, ( 4 ) events, developments or change in circumstances described on Section 5.02(c)(ii ) ofthe Company Disclosure Letter or ( 5 ) any matter relating to the foregoing or consequence of the foregoing, constitute anIntervening Event . The term means any bona fide unsolicited written proposal made by a third partyconstituting a Takeover Proposal not arising out of or relating to any violation of Section 5.02 that if consummated, wouldresult in any Person becoming the beneficial owner of a majority of the outstanding shares of Company Common Stock, which the Company Board determines in good faith, after consultation with an independent financial advisor and outsidelegal counsel, and taking into consideration, among other things, all of the terms, conditions, impact and all legal, financial, regulatory and other aspects of such Takeover Proposal and this Agreement ( in each case taking into account any revisions tothis Agreement made or proposed in writing by Parent prior to the time of determination ), including financing, regulatoryapprovals, equityholder litigation, identity of the Person or group making the Takeover Proposal, breakup fee and expensereimbursement provisions and other events or circumstances whether or not beyond the control of the party seeking to assertthat a Takeover Proposal constitutes a Superior Proposal, ( i ) is not less likely to be consummated in accordance with its termswhen compared to the transactions contemplated by this Agreement and ( ii ) would result in a transaction that is more favorableto the Stockholders of the Company from a financial point of view than the transactions provided for in this Agreement ( aftertaking into account the expected timing and risk and likelihood of consummation )