definiens: means any event, circumstance, change or effect that, individually or in theaggregate with all other events, circumstances, changes or effects, is reasonably expected to be materially adverseto the financial condition of the business of Parent and its Subsidiaries, taken as a whole, or to the properties, assets, liabilities, operations or results of operations of Parent and its Subsidiaries, taken as a whole, but shall exclude anyevent, circumstance, change or effect resulting or arising from : ( a ) any change or prospective change in any laws orGAAP or interpretation or enforcement thereof ; ( b ) any change that is generally applicable to the industries or marketsin which the business of Parent and its Subsidiaries operates ; ( c ) the entry into or announcement of this Agreement orthe consummation of the transactions contemplated hereby ; ( d ) any action taken by ( or at the request of ) theCompany or any of its Affiliates ; ( e ) any omission to act or action taken by Parent or any of its Subsidiaries with theconsent of the Company or which is permitted by this Agreement ; ( f ) acts of war ( whether or not declared ), armedhostilities or terrorism ; ( g ) any acts of God, including any earthquakes, hurricanes, tornados, floods, tsunamis or othernatural disasters ; ( h ) any failure, in and of itself, by Parent or any of its Subsidiaries to meet any internal or publishedprojections, forecasts or revenue or earnings predictions for any period ( it being understood that the facts oroccurrences giving rise to such failure may be deemed to constitute, or be taken into account in determining whetherthere has been or will be, a Parent Material Adverse Effect ) ; or ( i ) conditions in the securities markets, capitalmarkets, credit markets, currency markets or other financial markets in the U.S. or any other country