definiens: means, with respect to the Investor only clause ( 2 ) that follows, or, with respect to theCompany, both clauses ( 1 ) and ( 2 ) that follow, any circumstance, event, change or effect that : ( 1 ) is material and adverseto the financial position, results of operations, business, assets or liabilities of the Company and its subsidiaries taken asa whole or ( 2 ) would materially impair the ability of either the Investor or the Company, respectively, to perform itsobligations under this Agreement or otherwise materially threaten or materially impede the consummation of thePurchase and the other transactions contemplated by this Agreement ; provided, however, that Material Adverse Effect, under clause ( 1 ) or ( 2 ), shall be deemed not to include the impact of ( A ) changes in generally accepted accountingprinciples, ( B ) changes in laws of general applicability or interpretations thereof by Governmental Entities, ( C ) actions oromissions of either party taken with the prior written consent of the other party in contemplation of the transactionscontemplated hereby, ( D ) changes or conditions ( including changes in economic, financial market, regulatory orpolitical conditions, whether resulting from acts of war or terrorism, an escalation of hostilities or otherwise ) affectingthe U.S. economy or foreign economies ( so long as any such change in condition does not disproportionately affect thebusiness of the Company and its subsidiaries ) and ( E ) this Agreement, the transactions contemplated hereby and therebyor the announcement thereof