definiens: means any Effect that, considered together with all other Effects that have occurred prior to thedate of determination of the occurrence of a Company Material Adverse Effect, has or would reasonably be expected to have a materialadverse effect on the business, financial condition, operations or results of operations of the Company or its Subsidiaries, taken as a whole;provided, however, that Effects arising or resulting from the following shall not be taken into account in determining whether there has been aCompany Material Adverse Effect : ( a ) the announcement of the Agreement or the pendency of the Contemplated Transactions, ( b ) anynatural disaster or any act or threat of terrorism or war anywhere in the world, any armed hostilities or terrorist activities anywhere in theworld, any threat or escalation or armed hostilities or terrorist activities anywhere in the world or any governmental or other response orreaction to any of the foregoing, ( c ) any epidemic or pandemic ( including continuation or escalation of the COVID-19 pandemic or ordersissued by a Governmental Authority in response to the COVID-19 pandemic ) in the United States or any other country or region in the world, or any escalation of the foregoing, ( d ) any change in GAAP or applicable Law or the interpretation thereof, ( e ) general economic or politicalconditions or conditions generally affecting the industries in which the Company and its Subsidiaries operate, or ( f ) any change in the cashposition of the Company and its Subsidiaries which results from operations in the Ordinary Course of Business ; except in each case withrespect to clauses ( c ), ( d ), and ( f ), to the extent disproportionately affecting the Company and its Subsidiaries, taken as a whole, relative toother similarly situated companies in the industries in which the Company and its Subsidiaries operate