definiens: means any Event t hat, individually or together with one or more Events, ( a ) has, or would reasonably be expected to have, a material adverse effect on the Company and its Subsidiaries, taken as a whole, or the business, fi nancial condition, assets or results of operations of the Company and its Subsidiaries, taken as a whole ; pro vided, however, that none of the following shall be deemed to be, or taken into account in determining whether there has been, a Company Material Adverse Effect for purposes of this clause ( a ): any Event relating to or arising out of ( i ) the announcement of this Agre ement or the transactions contemplated hereby, including the ide ntity of Buyer, the Sellers and their respective Af filiates, ( ii ) any communication by Buyer or any of its Affil iates regarding the plans or intentions of Buyer or its Affiliates with respect to the conduct of the busin ess of the Company and its Subsidiaries following t he Closing, ( iii ) any Event in or affecting financial, economic, social or political conditions generally or the s ecurities, credit or financial markets in general, including interest rates or exchange rates, or any change therein, in the United States, Belgium or any other country in -4- which the Company or any of its Subsidiaries conduc ts operations, ( iv ) any Event generally affecting t he industries in which the Company and its Subsidiarie s operate, ( v ) any adoption, implementation or chan ge in any applicable Law, ( vi ) any change in GAAP or the inte rpretation thereof, ( vii ) any action taken or not t aken to which Buyer has consented in writing, ( viii ) any ac tion taken that is expressly required to be taken o r the failure to take any action that is expressly prohibited fro m being taken, in either case pursuant to the expre ss terms of this Agreement, ( ix ) actions taken by or on behalf of Buyer or any of its Affiliates or Representative s, ( x ) the failure of the Company or any of its Subsidiaries t o meet any internal or public projections, budgets, forecasts or estimates of revenues, earnings or other financial results for any period ending on or after the date of this Agreement ; provided, however, that the Events givin g rise or contributing to such failure may be deeme d to constitute, or be taken into account in determining whether there has been, a Company Material Adverse Effect, ( x ) the commencement, occurrence, continuation or e scalation of any war, armed hostilities or act of t errorism, or ( xi ) the existence, occurrence or continuation o f any earthquake, flood, hurricane, tropical storm, fire or other natural disaster or any national, international or regional calamity, except, with respect to the fore going clauses ( iii ), ( iv ), ( v ), ( vi ), ( x ), and ( xi ), to the exten t ( and only to the extent ) that the Company and its Subsidiaries are not disproportionately affected by such Events in c omparison to others in the industry in which they o perate, or ( b ) prevents, materially delays or materially impai rs, or would reasonably be expected to prevent, mat erially delay or materially impair, the ability of a Seller or Sellers or the Company to perform its or their respective obligations under this Agreement or consummate the transactions contemplated hereby