definiens: shall mean an event, occurrence, fact or change t hat materially affects the business, assets or operations of the Acquired Companies ( other than any event, Exh - 7 occurrence, fact or change resulting from a breach of this Agreement by the Company ) occurring or aris ing after the date hereof that was not known or reasonably fo reseeable to the Board of Directors as of the date hereof, which event, occurrence, fact or change becomes kno wn to the Board of Directors prior to the Offer Acc eptance Time, other than ( i ) changes in the Company Common Stock price, in and of itself ( however, the underly ing reasons for such changes may constitute an Interven ing Event ), ( ii ) any Acquisition Proposal or ( iii ) the fact that, in and of itself, the Company exceeds any internal or published projections, estimates or expectations of the Company ’s revenue, earnings or other financial perf ormance or results of operations for any period, in and of itself ( however, the underlying reasons for such ev ents may constitute an Intervening Event )