definiens: shall mean an event, occurrence, fact or change that materially affects thebusiness, assets or operations of the Company occurring or arising after the date hereof that was not known orreasonably foreseeable to the Board as of the date hereof ( or if known or reasonably foreseeable, the consequencesof which were not known or reasonably foreseeable ), which event, occurrence, fact or change, or consequencethereof, becomes known to the Board prior to the Acceptance Time, other than ( i ) changes in the Company CommonStock price, in and of itself ( however, the underlying reasons for such changes may constitute an Intervening Event),(ii ) any Company Takeover Proposal or ( iii ) the fact that, in and of itself, the Company exceeds any internal orpublished projections, estimates or expectations of the Company ’s revenue, earnings or other financial performance orresults of operations for any period, in and of itself ( however, the underlying reasons for such events may constitutean Intervening Event )