definiens: means a material change, effect, event, circumstance, occurrence, or other matter that arises or occurs after thedate of this Agreement and that was not known or reasonably foreseeable to the Company Board or any committee thereof on the date of this Agreement(or if known, the consequences of which were not known or reasonably foreseeable to the Company Board or any committee thereof as of the date of thisAgreement ), which change, effect, event, circumstance, occurrence, or other matter, or any consequence thereof, becomes known to the CompanyBoard or any committee thereof prior to the Acceptance Time, other than any ( a ) changes, in and of itself, in the market price or trading volume of theShares, ( b ) the fact that, in and of itself, the Company exceeds any internal or published industry analyst projections or forecasts or estimates ofrevenues or earnings or ( c ) developments or changes resulting from the COVID-19 or any COVID-19 Measures ; provided, however, that in no event willany Acquisition Proposal or any inquiry, offer, or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal constitutean Intervening Event