definiens: means any change or effect ( any such item, other than such items disclosedin either the Company Disclosure Letter or the reports, schedules, forms, statements and other documents filed by theCompany with, or furnished by the Company to, the SEC pursuant to Sections 13(a ), 13(c ), 14 or 15(d ) of the Exchange Actprior to the date of this Agreement, being an ) ( that is not cured prior to Closing ) that : ( i ) is materially adverse or isreasonably likely to be materially adverse to the business, results of operations or financial condition of the Company or(ii ) prevent or materially delay the 51consummation of the Offer or the Merger ; provided that no Effect related to or arising out of any of the following shall betaken into account in determining whether there exists a Company Material Adverse Effect : ( A ) circumstances generallyaffecting the industries in which the Company operates except to the extent that the Company is adversely affecteddisproportionately relative to other businesses in such industries ; ( B ) the economy, the financial or securities markets ingeneral, political instability or political conditions in the United States or any acts of terrorism, military actions or war orother national calamity directly involving the United States ; ( C ) the announcement or pendency of this Agreement or actionspursuant to ( or required by ) this Agreement ; ( D ) any change in Company ’s stock price or trading volume, in and of itself ( itbeing understood that the facts or occurrences giving rise to or contributing to such change in stock price or trading volumemay be taken into account in determining whether there exists a Company Material Adverse Effect ) ; ( E ) any changes inapplicable Law or GAAP ; ( F ) any effect resulting from the actions or inaction of Parent or any of its affiliates ( including anyfailure by Parent to provide a consent it is required to give pursuant to Section 8.1 ) ; or ( G ) any failure by the Company to meetany internal or published projections, forecasts or revenue or earnings predictions, in and of itself ( it being understood thatthe facts or occurrences giving rise to or contributing to such failure may be taken into account in determining whether thereexists a Company Material Adverse Effect )