definiens: shall mean any change, event, circumstance, effect or development that, individually or in the aggregate with all other changes, events, circumstances, effects or developments that exist on the date of determination, has had a material adverse effect on ( i ) the assets, properties, business, capitalization, results of operations, or financial condition of the Company and the Company Subsidiaries, taken asa whole, or ( ii ) the ability of the Company to consummate the transactions contemplated by this Agreement ; provided, however, that none of the following shall constitute or be deemed to contribute to a Company Material Adverse Effect or shallbe taken into account in determining whether a Company Material Adverse Effect has occurred or would occur : any adverseeffect arising out of, resulting from or attributable to ( i ) ( A ) the United States or global economy generally or capital orfinancial markets generally, including changes in interest or exchange rates, ( B ) political conditions generally of the UnitedStates or any other country or jurisdiction in which the Company operates, ( C ) changes that are the result of factors generallyaffecting any of the industries in which the Company operates or in which products or services of the Business 14 are used or distributed, ( D ) any hostilities, act of war, sabotage, terrorism or military actions, or any escalation or worsening ofany such hostilities, act of war, sabotage, terrorism or military actions, or ( E ) any changes or prospective changes in applicableLaw or United States generally accepted accounting principles or interpretation thereof, ( ii ) the announcement of thetransactions contemplated by this Agreement, ( iii ) any failure by the Company to achieve any earnings or other financialprojections or forecasts ( including securities analysts published projections ), ( iv ) any change in the trading price or tradingvolume of the Shares, ( v ) actions taken with Parent ’s written consent or at Parent ’s written request, and ( vi ) the termination forcause or voluntary resignations, retirements or death or disability of any employees of the Company or any CompanySubsidiary, except in the case of the foregoing clause ( i ) to the extent such effect or change is materially disproportionatelyadverse with respect to the Company as compared to other Persons engaged in the industries of the Company