definiens: means any change, event, circumstance, effect or development ( each, an ) that, individuallyor in the aggregate with all other Effects that exist on the date of determination of the occurrence of a Company MaterialAdverse Effect, has had a materially adverse effect on ( i ) the business, financial condition or results of operations of theCompany and its Subsidiaries, taken as a whole, or ( ii ) the ability of the Company to consummate the transactionscontemplated by this Agreement ; provided, however, that no Effect ( by itself or when aggregated or taken together with anyand all other Effects ) resulting from any of the following shall be deemed to be or constitute a or shall be taken into account when determining whether a has occurred or may, would or could occur : ( a ) general economic conditions ( or changes in such conditions ) in the United States or any other country or region inthe world, or conditions in the global economy generally ; ( b ) conditions ( or changes in such conditions ) in the securities markets, credit markets, currency markets or otherfinancial markets in the United States or any other country or region in the world, including ( i ) changes in interest rates in theUnited States or any other country or region in the world and changes in exchange rates for the currencies of any countriesand ( ii ) any suspension of trading in securities ( whether equity, debt, derivative or hybrid securities ) generally on anysecurities exchange or over - the - counter market operating in the United States or any other country or region in the world ; ( c ) conditions ( or changes in such conditions ) in the industries in which the Company and its Subsidiaries conductbusiness ; ( d ) political conditions ( or changes in such conditions ) in the United States or any other country or region in the worldor acts of war, sabotage or terrorism ( including any escalation or general worsening of any such acts of war, sabotage orterrorism ) in the United States or any other country or region in the world ; ( e ) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weatherconditions and other force majeure events in the United States or any other country or region in the world ; ( f ) the announcement of this Agreement or the pendency or consummation of the transactions contemplated hereby ; ( g ) any actions taken or failure to take action, in each case, to which the Parent has approved, consented to or requestedin writing ; or compliance with the terms of, or the taking of any action required or contemplated by, this Agreement ; or thefailure to take any action prohibited by this Agreement;- 16 - ( h ) changes in law or other legal or regulatory conditions ( or the interpretation thereof ) or changes in GAAP or otheraccounting standards ( or the interpretation thereof ) ; ( i ) changes in the Company ’s stock price or the trading volume of the Company ’s stock, or any failure by the Companyto meet any public estimates or expectations of the Company ’s revenue, earnings or other financial performance or results ofoperations for any period, or any failure by the Company to meet any internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations ( it being understood that the underlying facts or circumstancesgiving rise to any such change may be taken into account in determining whether there has occurred or may, would or couldoccur a Company Material Adverse Effect if such facts and circumstances are not otherwise excluded from this definition);except to the extent such Effects resulting from the matters described in clauses ( a ) through ( e ) and ( h ) disproportionatelyadversely affect in a material respect the Company and its Subsidiaries, taken as a whole, as compared to other companies thatconduct business in the countries and regions in the world and in the industries in which the Company and its Subsidiariesconduct business . The Company has previously provided to the Parent true and complete copies of the certificate ofincorporation and bylaws or other organizational documents of the Company as presently in effect, and the Company is not indefault in the performance, observation or fulfillment of any of its obligations under such documents