definiens: means any event, change, circumstance, development or effect that, individually or in the aggregate with all other events, changes, circumstances, developments or effects, would reasonably be expected to be materially adverseto ( a ) the business, operations, assets, financial condition, results of operations or liabilities of theAcquired Companies, taken as a whole or ( b ) the ability of the Company to perform its obligationsunder this Agreement and the Ancillary Agreements or to consummate the transactionscontemplated hereby and thereby, other than, solely with respect to clause ( a ) above : ( i ) changesor conditions generally affecting the industries in which the Acquired Companies operate,(ii ) changes in economic, capital market, regulatory or political conditions generally, ( iii ) thenegotiation, execution, announcement or consummation of the transactions contemplated herein(including, without limitation, but solely to the extent caused thereby, any cancellation of anycustomer, licensor, marketing, partner or similar relationships or loss of employee ), ( iv ) anyfailure, in and of itself, by any Acquired Company to meet any internal projections or forecasts orrevenue or earnings predictions for any past, current or future period ( it being understood that thefacts and circumstances contributing to such failure may be taken into account in determiningwhether a Company Material Adverse Effect has occurred or is reasonably likely to occur),(v ) any change in GAAP or Law(s ), ( vi ) any actions required to be taken or omitted hereunder and(vii ) changes that are the result of economic factors affecting the national, regional or worldeconomy or acts of war or terrorism, except, in the case of the foregoing clauses ( i ), ( ii ), ( v ) and(vii ), to the extent such event, change, circumstance, development or effect referred to therein hashad or would reasonably be expected to have a disproportionately adverse impact on theAcquired Companies, taken as a whole, relative to other similarly situated Persons operating inthe industries in which the Acquired Companies operate