definiens: means a change, event, occurrence or fact that materially affects the Company and itsSubsidiaries, taken as a whole ( other than any change, event, occurrence or fact resulting from a material breach of thisAgreement by the Company ) that was not known by the Company Board ( or if known, the consequences of which were notreasonably foreseeable to the Company Board ) as of the date of this Agreement, which change, event, occurrence or factbecomes known to the Company Board prior to the Acceptance Time ; provided, however, that in no event shall the followingconstitute or give rise to an Intervening Event : ( A ) any Takeover Proposal ; ( B ) any change in applicable Law, regulation or GAAPwhich is proposed, approved or enacted after the date of this Agreement ; or ( C ) the fact, in and of itself, that the Companyexceeds internal or published projections