definiens: means a material effect that ( i ) was not known to, or reasonably foreseeable by, the board of directors of theCompany prior to the execution of this Agreement, which effect, or any material consequence thereof, becomes known to, or reasonablyforeseeable by, the board of directors of the Company prior to the receipt of the Company Requisite Vote and ( ii ) does not relate to anAcquisition Proposal ; in each case other than ( A ) any Acquisition Proposal or other inquiry, offer or proposal that could lead to an AcquisitionProposal ; ( B ) an effect resulting from a breach of this Agreement by the Company or any of its Subsidiaries ; ( C ) changes in the price of theShares, in and of itself ( however, the underlying reasons for such changes may constitute an Intervening Event unless excluded by anyother exclusion in this definition ) ; or ( D ) the fact that, in and of itself, the Company exceeds any internal or published projections, estimatesor expectations of the Company ’s revenue, earnings or other financial performance or results of operations for any period, in and of itself(provided, however, the underlying reasons for such events may constitute an Intervening Event unless excluded by any other exclusion inthis definition )