definiens: shall mean an event, occurren ce, fact or change that materially affects the business, assets or operations of the C ompany ( other than any event, occurrence, fact or c hange resulting from a breach of this Agreement by the Co mpany ) occurring or arising after the date hereof t hat was not known or reasonably foreseeable to the Board of Directors as of the date hereof, which event, occu rrence, fact or change becomes known to the Board of Direct ors prior to the Offer Acceptance Time, other than ( i ) changes in the Company Common Stock price, in a nd of itself ( however, the underlying reasons for s uch changes may constitute an Intervening Event ), ( ii ) any Acquisition Proposal or ( iii ) the fact that, in and of itself, the Company exceeds any internal or published proje ctions, estimates or expectations of the Company ’s revenue, earnings or other financial performance or results of operations for any period, in and of itself ( how ever, the underlying reasons for such events may constitute a n Intervening Event )