definiens: means an Effect that relates to [COMPANY] ( a ) that was not known to the AsteriasBoard of Directors, or the material consequences of which ( based on facts known to members of the [COMPANY] Boardof Directors as of the date of this Agreement ) were not reasonably foreseeable by the [COMPANY] Board of Directors, asof the date of this Agreement and ( b ) that does not relate to ( 1 ) any Acquisition Proposal, ( 2 ) any change in the price, or change in trading volume, of [COMPANY] Common Shares or [COMPANY] Common Stock ( provided, however, that theexception in this clause ( 2 ) shall not apply to the underlying causes giving rise to or contributing to such change orprevent any of such underlying causes from being taken into account in determining whether an [COMPANY] InterveningEvent has occurred ) and ( 3 ) meeting or exceeding internal or analysts ’ expectations, projections or results ofoperations ( provided, however, that the exception in this clause ( 3 ) shall not apply to the underlying causes giving riseto or contributing to such circumstances or prevent any of such underlying causes from being taken into account indetermining whether an [COMPANY] Intervening Event has occurred )