definiens: means a material event, change, effect, development, circumstance or occurrence that improves or wouldbe reasonably likely to improve the business, financial condition or continuing results of operations of the Company and the CompanySubsidiaries, taken as a whole, that ( a ) is not known by the Company or the Company Board as of the date of this Agreement and that wasnot reasonably foreseeable as of the date of this Agreement and ( b ) does not relate to a Company Takeover Proposal ; provided that in noevent shall the following constitute, or be taken into account in determining the existence of an Intervening Event : ( x ) the fact that theCompany meets or exceeds any internal or published forecasts or projections for any period, or any changes after the date of this Agreementin the market price or trading volume of Company Common Stock, ( y ) the reasonably foreseeable consequences of the announcement ofthis Agreement or the Transactions or ( z ) any event, fact or circumstance relating to or involving Parent or its subsidiaries