definiens: means, with respect to the Company, a material event, occurrence, fact, condition, change, development or set ofcircumstances that was not known or reasonably foreseeable by the Company Board as of or prior to the date of this Agreement and becomes known tothe Company Board prior to the Acceptance Time, other than ( i ) a willful breach of this Agreement by the Company or any Company Subsidiary,(ii ) changes in the market price or trading volume of Company Common Stock ( however, the underlying reasons for such changes may constitute anIntervening Event ), ( iii ) the timing of any consents, registrations, approvals, permits, clearances or authorizations required to be obtained prior to theMerger Effective Time by the Company or Parent or any of their respective Subsidiaries from any Governmental Authority in connection with thisAgreement and the consummation of the Offer, the Merger and the other Transactions, ( iv ) an Alternative Transaction Proposal, or an inquiry, proposal oroffer that constitutes or could reasonably be expected to lead to an Alternative Transaction Proposal, or the consequences thereof or ( v ) the fact that, inand of itself, the Company exceeds any internal or published projections or forecasts or estimates or outlook of revenues or earnings ( however, theunderlying reasons for such events may constitute an Intervening Event )