definiens: means any material event or development or material change in circumstances with respect to theCompany occurring or arising after the Agreement Date that was ( a ) not known or reasonably foreseeable to the Company Board as of theAgreement Date and ( b ) does not relate to ( i ) any Acquisition Proposal, ( ii ) any events, changes or circumstances that are the result of factorsgenerally affecting the industries in which the Company operates, the geographic markets in which they operate or where their products orservices are sold that have not had or would not reasonably be expected to have a disproportionate effect on the Company, ( iii ) any events, changes or circumstances relating to Parent, Purchaser or any of their Affiliates or ( iv ) changes in the market price of the Company CommonStock or the fact that the Company meets or exceeds any internal or analysts ’ expectations or projections ( provided that, with respect to thisclause ( iv ), the underlying causes of any such events, changes or circumstances may be considered in determining whether a Change inCircumstance occurred to the extent not otherwise excluded by another exception in this definition )