definiens: means any material adverse effect on ( i ) the enforceability of anyTransaction Document, ( ii ) the results of operations, assets, business or financial condition of the Company and itsSubsidiaries, taken as a whole, other than any material adverse effect that resulted primarily from ( A ) any change inthe United States or foreign economies or securities or financial markets in general that does not have adisproportionate effect on the Company and its Subsidiaries, taken as a whole, ( B ) any change that generally affectsthe industry in which the Company and its Subsidiaries operate that does not have a disproportionate effect on theCompany and its Subsidiaries, taken as a whole, ( C ) any change arising in connection with earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof, ( D ) any action taken by theInvestor, its affiliates or its successors and assigns with respect to the transactions contemplated by this Agreement,(E ) the effect of any change in applicable laws or accounting rules that does not have a disproportionate effect on theCompany and its Subsidiaries, taken as a whole, ( F ) any change resulting from compliance with terms of thisAgreement or the consummation of the transactions contemplated by this Agreement, or ( G ) any change, in and ofitself, in the Company ’s stock price or trading volume from and after the date hereof ( provided, however, that the factsand circumstances underlying any such change may, except as provided in subsections ( A ), ( B ), ( C ), ( D ), ( E ) or ( F ) ofthis definition, be considered in determining whether a Company Material Adverse Effect has occurred ), or ( iii ) theCompany ’s ability to perform in any material respect on a timely basis its obligations under any TransactionDocument to be performed as of the date of determination