definiens: with respect to any Person means any event, occurrence, fact, condition, or eﬀect that, either alone or in combinationwith any other event, occurrence, fact, condition, or effect, is materially adverse to the financial condition, assets, liabilities, business, operations or resultsof operations of such Person and its Subsidiaries, taken as a whole, or that materially impairs the ability of such Person to perform its obligationshereunder or to consummate the Transactions, except any adverse change, event, development, fact or eﬀect to the extent arising from or attributable toany of the following will be deemed not to constitute a Material Adverse Eﬀect : ( 1 ) changes in national or international economic, political, regulatory orsocial conditions occurring after the date of this Agreement, to the extent that they do not disproportionately aﬀect such Person compared to otherbusiness organizations operating in the principal industries in which such Person and its Subsidiaries operate, including ( a ) engagement by thegovernment of any Applicable Jurisdiction in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence ofany military or terrorist attack upon any Applicable Jurisdiction or other natural disaster, ( b ) conditions generally aﬀecting the industries in which suchPerson or any of its Subsidiaries operate, ( c ) any changes in ﬁnancial, banking or securities markets in general, including any disruption thereof and anydecline in the price of any security or any market index or any change in prevailing interest rates, ( 2 ) any action required or permitted by this Agreementor any action taken ( or omitted to be taken ) with the written consent of or at the written request of Parent, ( 3 ) changes in GAAP, ( 4 ) changes in Laws orOrders, ( 5 ) adverse eﬀects on the bookings, sales or revenue of such Person and its Subsidiaries resulting from the announcement, pendency orcompletion of the Transactions, or ( 6 ) any failure by such Person or any of its Subsidiaries to meet any internal or published projections, forecasts orrevenue or earnings predictions ( provided that the underlying causes of such failures, subject to the other provisions of this deﬁnition, shall not beexcluded )