definiens: or means any change, effect, event, occurrence, state of facts or development which individually or in the aggregate would reasonably be expected to resultin any change or effect, that is materially adverse to the business, financial condition or results of operations of Parent and itsSubsidiaries, taken as a whole ; provided that none of the following shall be deemed, either alone or in combination, toconstitute, and none of the following shall be taken into account in determining whether there has been or will be, a ParentMaterial Adverse Change or Parent Material Adverse Effect : ( A ) any change, effect, event, occurrence, state of facts ordevelopment ( 1 ) in the financial or securities markets or the economy in general, ( 2 ) in the industries in which Parent or any ofits Subsidiaries operates in general, to the extent that such change, effect, event, occurrence, state of facts or development doesnot disproportionately impact Parent or any of its Subsidiaries or ( 3 ) resulting from any Divestiture required to be effectedpursuant to the terms of this Agreement or ( B ) any failure, in and of itself, by Parent to meet any internal or publishedprojections, forecasts or revenue or earnings predictions ( it being understood that the facts or occurrences giving rise orcontributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been orwould reasonably be expected to be, a Parent Material Adverse Effect or a Parent Material Adverse Change )