definiens: means any material event, change, eﬀect, development or occurrence that ( i ) was not known orreasonably foreseeable to the Board of Directors of the Company as of or prior to the date of this Agreement and ( ii ) does not relate to or involve ( A ) anyCompany Acquisition Proposal, ( B ) any change in the market price or trading volume of the Company Common Stock ( provided, that the underlyingcause of such change may be taken into account, to the extent otherwise permitted by this deﬁnition ), ( C ) any event, change or circumstance relating toParent or any of its Aﬃliates ( unless such event, change or circumstance constitutes a Parent Material Adverse Eﬀect ), ( D ) any change in conditionsgenerally ( including any regulatory changes ) aﬀecting the industries or sectors in which the Company, Parent or any of their respective Subsidiariesoperates, ( E ) clearance of the Mergers under the Antitrust Laws or any matters relating thereto or arising therefrom, ( F ) the taking of any action requiredor expressly contemplated by this Agreement or ( G ) the fact, in and of itself, that the Company or any of its Subsidiaries has met or exceeded anyinternal 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 )