definiens: means any material event, change, effect, development or occurrence that ( i ) was not known orreasonably foreseeable to the Board of Directors of the Company as of or prior to the date of this Agreement and ( ii ) does not relate to or involve ( A ) anyCompany Acquisition Proposal, ( B ) any change in the market price or trading volume of the Company Common Stock ( provided, that the underlyingcause of such change may be taken into account, to the extent otherwise permitted by this definition ), ( C ) any event, change or circumstance relating toParent or any of its Affiliates ( unless such event, change or circumstance constitutes a Parent Material Adverse Effect ), ( D ) any change in conditionsgenerally ( including any regulatory changes ) affecting the industries or sectors in which the Company, Parent or any of their respective Subsidiariesoperates, ( E ) clearance of the Mergers under the Antitrust Laws or any matters relating thereto or arising therefrom, ( F ) the taking of any action requiredor expressly contemplated by this Agreement or ( G ) the fact, in and of itself, that the Company or any of its Subsidiaries has met or exceeded any internalor published 4 projections, forecasts, estimates or predictions, revenues, earnings or other financial or operating metrics for any period ( provided, that the underlyingcause thereof may be taken into account, to the extent otherwise permitted by this definition )