definiens: shall mean any fact, change, event, circumstance, development or effect that ( i ) ismaterially adverse to the business, assets, liabilities, condition ( financial or otherwise ), prospects or results of operations ofthe Company, taken as a whole, provided, however, that none of the following constitute, or will be considered in determiningwhether there has occurred, a Company Material Adverse Effect, but with respect to items ( a ), ( c ), ( d ) and ( e ) only to the extentthat such changes, events, circumstances, developments or effects do not adversely affect the Company in a disproportionatemanner relative to other similarly situated participants in the industries or markets in which it operates : ( a ) changes that arethe result of factors generally affecting the industries or markets in which the Company operates ; ( b ) changes resulting fromthe announcement of the transactions contemplated hereby ; ( c ) changes in laws, rules, regulations or GAAP or theinterpretation thereof ; or ( d ) changes that are the result of economic factors affecting the national, regional or world economy, acts of God, hostilities or acts of war, sabotage or terrorism or ( ii ) would materially impair or delay the ability of the Companyto perform its obligations hereunder, including the consummation of the Merger