definiens: shall mean, withrespect to Parent and Parent Subsidiaries, any change, circumstance, event, condition, state of facts or effectshall have occurred or been threatened that, when taken together with all other adverse changes, circumstances, events, conditions, states of fact or effects that have occurred or been threatened, has, is or isreasonably likely to ( A ) be materially adverse to the business, operations, assets, liabilities, condition(financial or otherwise ), results of operations or prospects of Parent and the Parent Subsidiaries, taken as awhole, it being understood that for purposes of analyzing whether any change, circumstance, event, condition, state of facts or effect constitutes a under this definition, theparties agree that the analysis of materiality shall not be limited to either a long - term or short - termperspective, or ( B ) prevent or materially delay the performance by Parent of its obligations under thisAgreement or the consummation of the Merger or the other transactions contemplated by this Agreement, other than any change or effect resulting from ( i ) changes in general economic conditions or the financialmarkets, ( ii ) the announcement or performance of this Agreement and the transactions contemplated hereby,(iii ) general changes or developments in the industries in which Parent and the Parent Subsidiaries operate,(iv ) changes in any tax laws or regulations or applicable accounting regulations or principles, ( v ) changes ingeneral legal, regulatory, political, economic or business conditions that generally affect industries in whichParent and the Parent Subsidiaries conduct business, or ( vi ) changes relating to or resulting from the mattersset forth on Section 10.11(b ) of the Parent Disclosure Letter