definiens: shall mean an event, occurrence, fact or change that materially affectsthe business, assets or operations of the Company ( other than any event, occurrence, fact or change resulting from amaterial breach of this Agreement by the Company ) occurring or arising after the date hereof that was not known orreasonably foreseeable to the Board of Directors as of the date hereof, which event, occurrence, fact or changebecomes known to the Board of Directors prior to the Offer Acceptance Time, other than ( i ) changes in the CompanyCommon Stock price, in and of itself ( however, the underlying reasons for such changes may constitute anIntervening Event ), ( ii ) any Acquisition Proposal, or any inquiry, proposal or offer that could reasonably be expected tolead to an Acquisition Proposal, or the consequences thereof or ( iii ) the fact that, in and of itself, the Companyexceeds any internal or published projections, estimates or expectations of the Company ’s revenue, earnings or otherfinancial performance or results of operations for any period, in and of itself ( however, the underlying reasons for suchevents may constitute an Intervening Event )