definiens: means, with respect to Parent, any material event, circumstance, change, effect, development or condition ( other than any event, fact, development or occurrence resulting from a material breach ofthis Agreement by Parent ) occurring or arising after the date hereof that was not known to the Parent Board ( or anycommittee thereof ), as of or prior to the date hereof and prior to the receipt of the Parent Stockholder Approval(provided, however, that in no event shall any event, fact, development or occurrence resulting from or relating to anyof the following give rise to a Parent Intervening Event : ( a ) the receipt, existence or terms of a Parent AcquisitionProposal or any matter relating thereto or consequence thereof ; ( b ) the public announcement, execution, delivery orperformance of this Agreement, the identity of the Company, or the public announcement, pendency or consummationof the transactions contemplated hereby ( or the public announcement of any discussions among the parties relatedthereto ) ; ( c ) any change in the trading price or trading volume of Parent Common Stock or any change in Parent’scredit rating ( although for purposes of clarity, any underlying facts, events, changes, developments or set ofcircumstances, with respect to this clause ( c ) relating to or causing such change may be considered, along with theeffects or consequences thereof ) ; ( d ) the fact that Parent has exceeded or met any projections, forecasts, revenue orearnings predictions or expectations of Parent or any securities analysts for any period ending ( or for which revenuesor earnings are released ) on or after the date hereof ( although for purposes of clarity, any underlying facts, events, changes, developments or set of circumstances relating to or causing such material improvement or improvementsmay be considered, along with the effects or consequences thereof ) ; ( e ) changes in GAAP, other applicableaccounting rules or applicable Law ( including the accounting rules and regulations of the SEC ) or, in any such case, changes in the interpretation thereof after the date hereof ; or ( f ) any changes in general economic or politicalconditions, or in the financial, credit or securities markets in general ( including changes in interest rates, exchangerates, stock, bond and/or debt prices ) )