definiens: means any effect or change that would be materially adverse to ( i ) the business, assets, liabilities ( contingent or otherwise ), condition ( financial or otherwise ) or results of operations of Parent and the ParentSubsidiaries, taken as a whole or ( ii ) on the ability of Parent to timely consummate the Contemplated Transactions;provided, however, that following shall in no event, individually or in the aggregate, be deemed to be a Parent MAEhereunder : ( i ) any effect or change ( including any change in the Legal Requirements, Orders, or other binding directivesissued by any Governmental Entity ) which affects generally the United States economy or Parent ’s industry ( or any partthereof ) as a whole ; ( ii ) any national or international political or social conditions, including the engagement by the UnitedStates in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of anymilitary or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular officesor upon any military installation, equipment or personnel of the United States ; ( iii ) any adverse change, effect, event, occurrence, state of facts or development arising from or relating to financial, banking, or securities markets ( includingany disruption thereof or any decline in the price of securities generally or any market or index ) ; ( iv ) any changes inGAAP ; or ( v ) acts or omissions of Parent or the Parent Subsidiaries carried out ( or omitted to be carried out ) with thewritten consent of Parent or at the written request or direction of Parent