definiens: means any material event, fact, development or occurrence ( other than any event, fact, development or occurrence resulting from a material breach of this Agreement by the Company ) with respect to theCompany occurring or arising after the date hereof that would be reasonably likely to result in the standalone financialcondition of the Company being more favorable to the Company ’s stockholders than this Agreement and theTransactions and that : ( a ) was not known by and was not reasonably foreseeable ( or if known or reasonablyforeseeable, the probability or magnitude of the consequences of which were not known or reasonably foreseeable ) tothe Company Board and the Special Committee as of or prior to the date hereof and becomes known to the CompanyBoard and the Special Committee after the date hereof and prior to the Acceptance Time ; and ( b ) does not relate to(i ) any Takeover Proposal or any matter relating thereto or consequence thereof, ( ii ) any event, change orcircumstance relating to Parent, Merger Sub or any of their respective Affiliates, ( iii ) the timing of any consent, registration, approval, permit, clearance or authorization required to be obtained prior to the Effective Time by theCompany or Parent or any of Parent ’s Subsidiaries from any Governmental Authority in connection with thisAgreement or the consummation of the Merger or any of the other Transactions, ( iv ) the fact, in and of itself, that theCompany Agreement and Plan of Merger Exhibit A, Page 5meets or exceeds ( or the publication of any report regarding ) any projections, forecasts, budgets, estimates or outlookof or relating to the Company for any period ending on or after the date hereof, including with respect to revenues orearnings or other internal or external financial or operating projections ( provided that the exception in this clause(iv ) shall not prevent or otherwise affect any such event, fact, development or occurrence underlying the Companymeeting or exceeding such projections, forecasts, budgets, estimates or outlook from being taken into account indetermining whether an Intervening Event has occurred ), ( v ) any changes after the date hereof in the stock price ortrading volume of the Shares or any decrease in the ratings or ratings outlook for the Company ( provided that theexception in this clause ( v ) shall not prevent or otherwise affect any such event, fact, development or occurrenceunderlying such change in stock price or trading volume or such decrease in ratings or ratings outlook from beingtaken into account in determining whether an Intervening Event has occurred ) or ( vi ) any change in general legal, Tax, regulatory, political, social, economic, financial or business conditions ( except, in the case of this clause ( vi ), to theextent such change has had a disproportionate effect on the Company compared to other participants in the industriesin which the Company conducts its business, in which case, only the extent of such disproportionate effect shall betaken into account when determining whether an Intervening Event has occurred )