definiens: means any material event, change, effect, development or occurrence that ( i ) was not known or reasonablyforeseeable to the Board of Directors of Parent as of or prior to the date of this Agreement and ( ii ) does not relate to or involve ( A ) any Parent AcquisitionProposal, ( B ) any change in the market price or trading volume of the Parent ADSs or Parent Ordinary Shares ( provided, that the underlying cause ofsuch change may be taken into account, to the extent otherwise permitted by this definition ), ( C ) any event, change or circumstance relating to theCompany or any of its Affiliates ( unless such event, change or circumstance constitutes a Company Material Adverse Effect ), ( D ) any change inconditions generally ( including any regulatory changes ) affecting the industries or sectors in which the Company, Parent or any of their respectiveSubsidiaries operates, ( E ) clearance of the Mergers under the Antitrust Laws or any matters relating thereto or arising therefrom, ( F ) the taking of anyaction required or expressly contemplated by this Agreement or ( G ) the fact, in and of itself, that Parent or any of its Subsidiaries has met or exceededany internal or published projections, forecasts, estimates or predictions, revenues, earnings or other financial or operating metrics for any period(provided, that the underlying cause thereof may be taken into account, to the extent otherwise permitted by this definition )