definiens: means any change, event or effect that is materially adverse to the business, assets ( including intangibleassets ), financial condition, or results of operations of the Company and its Subsidiaries, taken as a whole, or on theCompany ’s ability to consummate the transactions contemplated in this Agreement, provided that none of the following shallconstitute or shall be considered in determining whether there has occurred a Company Material Adverse Effect : ( a ) general economic conditions worldwide, in the United States, or in any nation or region in which the Company orany of its Subsidiaries has a substantial presence or operations, except to the extent disproportionately affecting the Companyand its Subsidiaries relative to other industry participants ; ( b ) any acts of terrorism not directed at the Company or any outbreak of war ; ( c ) the public announcement by the Parties of this Agreement, the pendency of the Merger or the other transactionscontemplated hereby, or any action taken which is required by this Agreement or specifically requested by Parent orconsented to by Parent, in each case including losses of employees or any stockholder litigation arising from or relating to theMerger ; ( d ) factors generally affecting the industries or markets in which the Company and its Subsidiaries operate, except to theextent disproportionately affecting the Company and its Subsidiaries relative to other industry participants ; ( e ) changes in Law not specifically directed at the Company or its Subsidiaries or generally accepted accountingprinciples or the interpretation thereof not specifically directed at the Company or its Subsidiaries;9 ( f ) any failure by the Company to meet any Company or published securities analyst estimates of revenues or earningsfor any period ending on or after the date of this Agreement and prior to the Closing ; provided, however, that this clause shallnot exclude any underlying change, event, circumstance, development or effect that may have resulted in or contributed to theCompany ’s failure to meet such published securities analyst estimates of revenues or earnings for any such period ; and ( g ) a decline in the trading price or change in trading volume of the Company Common Stock, provided that this clausewill not exclude any underlying change, event, circumstance, development or effect that may have resulted in, or contributedto, a decline in trading price or change in trading volume