definiens: shall mean a material fact or circumstance that was not known to the Board of Directors on thedate of this Agreement, which fact or circumstance, or the consequence ( or magnitude ) thereof, if unknown on the date of this Agreement, becomes known to the Board of Directors prior to the Offer Acceptance Time, provided, however, that in no event shall any of the followingbe deemed to constitute, individually or in the aggregate, an Intervening Event : ( a ) any Acquisition Proposal or any inquiry, offer or proposalthat constitutes or would reasonably be expected to lead to an Acquisition Proposal, ( b ) any change in the market price or trading volume ofthe Company ’s stock or change in the Company ’s credit ratings, provided that the underlying causes of any such change in price, volume orcredit rating may constitute an Intervening Event to the extent not otherwise excluded by this definition ; ( c ) the Company meeting orexceeding internal or analysts ’ expectations or projections, provided that the underlying causes thereof may constitute an Intervening Eventto the extent not otherwise excluded by this definition ; or ( d ) any fact or circumstance related to this Agreement or any of the Transactions