definiens: means any change, event, circumstance or occurrence ( ) that ( considered with allother Effects ) has or would reasonably be expected to have a material adverse effect on the business, results of operations orfinancial condition of the Companies, taken as a whole, except for any Effect resulting from, ( a ) changes in general economic, weather, regulatory or political conditions or changes that affect generally companies in the same or similar industries as theCompanies, ( b ) entry into this Agreement or the announcement or consummation of the transactions contemplated hereby(including effects on the workforce or general labor relations ), ( c ) the outbreak or escalation of hostilities, the declaration ofany national emergency or war or the occurrence of any other similar calamity or crisis, including acts of terrorism, ( d ) anychange in applicable Law or GAAP, ( e ) changes in debt or equity markets or ( f ) actions expressly required to be taken oromitted to be taken 9pursuant to the express terms of this Agreement, or permitted to be taken pursuant to Section 5.3, except in the case of each ofthe foregoing or to the extent that the same has had or would reasonably be expected to have adisproportionate effect on the Companies, taken as a whole, as compared to other companies in the Companies ’ industry