definiens: means any result, occurrence, fact, change, event or effect that, individually or in the aggregate with anyother results, occurrences, facts, changes, events and/or effects, has had or would reasonably be expected to have a material adverse effect on ( i ) anymember of the Buyer Group, their respective businesses, conditions, assets and liabilities, or ( ii ) the ability of Buyer to consummate the transactionscontemplated hereby or to perform its obligations hereunder ; provided, however, that, for purposes of clause ( i ), none of the following, to the extentarising after the date hereof, shall be deemed in itself, or in any combination with another item listed below as an exception, to constitute, and none of thefollowing, to the extent arising after the date hereof, shall be taken into account in determining whether there has been or will be, a Buyer MaterialAdverse Change : ( a ) any changes in the United States or global economy generally or the U.S. or global capital, credit or financial markets generally, including changes in commercial bank loan interest risks or currency exchange rates ; ( b ) any fluctuations in prices of commodities used or purchased byBuyer ; ( c ) any changes generally affecting the industry in which Buyer participates ; ( d ) any changes required by GAAP ; ( e ) any changes in, or requiredby, applicable Laws ; ( f ) any effect of earthquakes, hurricanes, floods or other natural disasters ; ( g ) any effect attributable to the announcement orpendency of the transactions contemplated by this Agreement or the identity of the Parties or their Affiliates ; ( h ) any effect of acts of war ( whether or notdeclared ), armed hostilities, sabotage or terrorism ; ( i ) any failure of any member of the Buyer Group to meet any projections, estimates or budgets for anyperiod ; and ( j ) any changes ( in and of itself ) in the market price or trading volume of the Buyer Common Stock, except, in the case of clauses ( a ) through(f ) and ( h ), to the extent Buyer is disproportionately adversely affected thereby as compared to other companies in the industry in which Buyer operates