definiens: means a material event, circumstance, change, development or condition ( other than an Innovate AcquisitionProposal ) that materially affects the business, assets or operations of Innovate that occurs or arises after the date of this Agreement that ( a ) did notresult from or arise out of the announcement or pendency of, or any actions required to be taken by Innovate ( or to be refrained from being taken byInnovate ) pursuant to, this Agreement and ( b ) was not known to, or reasonably foreseeable by, Innovate or the Board of Directors of Innovate as of orprior to the date of this Agreement ; provided, however, that in no event shall the following events, circumstances, or changes in circumstances, developments or conditions constitute an Innovate Intervening Event : ( a ) the receipt, existence, or terms of an Innovate Acquisition Proposal or anymatter relating thereto or consequence thereof or any inquiry, proposal, offer, or transaction from any third party relating to or in connection with atransaction of the nature described in the definition of ; ( b ) any change in the price, or change in trading volume, ofInnovate Common Stock ( provided, however, that the exception to this clause ( b ) shall not apply to the underlying causes giving rise to or contributingto such change or prevent any of such underlying causes from being taken into account in determining whether an Innovate Intervening Event hasoccurred ) ; or ( c ) the fact, in and of itself, that the Company exceeds internal or published projections