definiens: means any effect or change, individually or in the aggregate with all such similar or related changes, that would be materially adverse to the business, prospects, operations, assets, properties or results of operations of a party, taken as a whole, or to the ability of any party to consummate timely the transactions contemplated hereby ; provided that none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Change : any adverse change, event, development, or effect arising from or relating to ( i ) financial, banking, or securities markets ( including any disruption thereof and any decline in the price of any security or any market index ), ( ii ) changes in any Governmental Rule or GAAP, ( iii ) general changes in economic or business conditions, ( iv ) the negotiation, execution, or announcement of this Agreement, including any adverse change in customer, distributor, employee, supplier, or similar relationships arising therefrom or ( v ) the taking of any action contemplated by this Agreement and the other agreements contemplated hereby