definiens: means any change, event, development or effect with respect to the Company or aCompany Subsidiary that, individually or in the aggregate, has a material adverse effect on the business, assets, operations, results of operations or financial condition of the Company and the Company Subsidiaries, taken as a whole, other than anychange, event, development or effect that results from : ( i ) general economic conditions in any of the markets in which theCompany and the Company Subsidiaries operate ; ( ii ) any change in the financial, banking, currency or capital markets in theUnited States ; ( iii ) changes in law, GAAP or other applicable accounting standards or the interpretations thereof, in each casethat are proposed, approved or enacted after the date of this Agreement ; ( iv ) acts of God or other calamities in the UnitedStates, including the engagement by any country in hostilities, whether or not pursuant to the declaration of a nationalemergency or war, or the occurrence or threatened occurrence of any military or terrorist attack, in each case occurring afterthe date of this Agreement ; ( v ) any actions taken, or failures to take action, or such other changes or events, in each case, towhich Acquiror has specifically consented in advance in writing ; ( vi ) any failure to meet internal projections relating to theCompany and the Company Subsidiaries ( it being understood that the underlying causes of, or factors contributing to, thefailure to meet such projections may be taken into account in determining whether a Material Adverse Effect has occurred ) ; or(vii ) the announcement or pendency of, or the taking of any action specifically required by this Agreement and the otheragreements contemplated hereby, including by reason of the identity of Acquiror or any communication by Acquirorregarding the plans or intentions of Acquiror with respect to the conduct of business of the Company and the CompanySubsidiaries and including the resignation or termination of any employee following the announcement of the transactionscontemplated hereby, in the case of clauses ( i ), ( ii ), ( iii ) and ( iv ), other than to extent such changes, events, developments oreffects disproportionately impact the Company and the Company Subsidiaries relative to the other companies in the industryin which the Company and the Company Subsidiaries operate ; or ( B ) materially impairs or delays the ability of the Companyand the Company Subsidiaries to consummate the transactions contemplated by this Agreement