definiens: shall mean any material event or development or materialchange in circumstances with respect to the Company that was ( i ) neither known to the Company ’s Board of Directorsnor reasonably foreseeable as of or prior to the date hereof nor known by the chief executive officer or chief financialofficer of the Company nor reasonably foreseeable as of or prior to the date hereof and ( ii ) does not relate to ( A ) anyAcquisition Proposal, ( B ) any events, changes or circumstances relating to Parent, Purchaser or any of theirAffiliates, ( C ) clearance of the Merger under the Antitrust Laws or ( D ) the mere fact the Company meets or exceedsany internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial oroperating metrics for any period ending on or after the date hereof, or changes after the date of this Agreement in themarket price or trading volume of the Company Common Stock or the credit rating of the Company ( however, theunderlying reasons for such events may constitute such material event, development or change in circumstances )