definiens: means any change, effect, event, occurrence, state of facts ordevelopment ( each an ) which individually or in the aggregate would reasonably be expected to result in, or hasresulted in, any change or effect, that ( a ) is materially adverse to the Business, Company Products, condition(financial or otherwise ) or results of operations of the Company or ( b ) would reasonably be expected to prevent ormaterially impede, materially interfere with, materially hinder or materially delay the consummation of the Merger orthe other transactions contemplated by this Agreement ; provided that none of the following shall be deemed, eitheralone or in combination, to constitute, and none of the following shall be taken into account in determining whetherthere has been or will be, a Material Adverse Effect : ( i ) any Effect relating to the economy in general in the UnitedStates or in any other jurisdiction in which the Company has operations or conducts business, or any outbreak orescalation of hostilities or declared or undeclared acts of war or terrorism, so long as the Effects do notdisproportionately impact the Company relative to other participants in the industry, ( ii ) any Effect reasonablyattributable to conditions affecting the industry in which the Company participates ( other than as may arise or resultfrom regulatory action by a Governmental Entity ), so long as such Effect does not disproportionately impact theCompany relative to other participants in the industry, ( iii ) any Effect arising from or related to the announcement ofthe Parties ’ entry into this Agreement, ( iv ) any Effect arising from or related to changes in GAAP, so 12 long as the Effect does not disproportionately impact the Company relative to other participants in the industry,(v ) any Effect arising from or relating to changes in Laws, so long as the Effects do not disproportionately impact theCompany relative to other participants in the industry, and ( vi ) any failure, in and of itself, by the Company to meetany internal projections, forecasts or revenue or earnings predictions for any period ending on or after the date of thisAgreement ( it being understood that the facts or occurrences giving rise to or contributing to such failure may bedeemed to constitute, or be taken into account in determining whether there has been or will be, a Material AdverseEffect )