definiens: means any material fact, event, change, development or circumstance occurring orarising after the date hereof, that did not result from or arise out of the announcement or pendency of, or any actionsrequired to be taken by the Company ( or to be refrained from being taken by the Company ) pursuant to, this Agreement andthat was neither known to, nor reasonably foreseeable by, the Company Board as of the date hereof, affecting the business, assets or operations of the Company and not relating to any Acquisition Proposal, which material fact, event, change, development or circumstance becomes known to the Company Board after the date hereof and prior to the AcceptanceTime, other than ( i ) the receipt, existence of or terms of an Acquisition Proposal, ( ii ) any inquiry, indication of interest, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or the consequences thereof, ( iii)changes, in and of itself, in the market price or trading volume of the shares of Company Common Stock or ( iv ) the factthat, in and of itself, the Company exceeds any internal or published industry analyst projections or forecasts or estimatesof revenues or earnings