definiens: means any state of facts, change, development, event, effect, condition oroccurrence that, individually or in the aggregate with all other facts, changes, developments, events, effects, conditions and occurrences, ( i ) would reasonably be expected to prevent, materially delay, materially impair or have amaterial adverse effect on the ability of the Company to perform its obligations under this Agreement or the otherTransaction Documents to which it is a party or to otherwise consummate the transactions contemplated by thisAgreement, or ( ii ) is or would reasonably be expected to be materially adverse to the assets, business, condition(financial or otherwise ), results of operations or prospects of the Company, taken as a whole ; provided, however, thatnone of the following, either alone or in combination, shall be considered or taken into account in determining whethera Material Adverse Effect has occurred or would reasonably be expected to occur, except to the extent that theadverse effect on the Company arising therefrom is disproportionate as compared to other similarly situatedcompanies in the industry in which the Company operate : ( a ) any change in Applicable Law after the date of thisAgreement ; ( b ) any change in general regulatory, economic, or political conditions, or in the economy or financialmarkets generally or in the particular industry or industries in which the Company participate ; ( c ) any engagement ofhostilities, act of war ( whether or not declared ) or terrorist activity ; ( d ) any effect of weather, geological ormeteorological events ; ( e ) any change in GAAP ( including the rules and principles related to accelerated depreciation)after the date of this Agreement ; ( f ) any change or development in any financial, banking or securities market in theU.S. in general ; ( g ) any effect of the announcement or pendency of this Agreement and the transactions contemplatedhereby ; ( h ) any failure to meet financial projections, estimates or forecasts ( except that the underlying causes of suchfailure may be taken into account in determining whether there has been a Material Adverse Effect ) ; or ( i ) any actionstaken ( or omitted to be taken ) at the request of Parent or Merger Sub or required to be taken or omitted, as applicable, by the express terms of this Agreement