definiens: means any circumstance, state of facts or matters, change, event, occurrence, action or omission that has oris reasonably likely to have or result in a material adverse eﬀect on ( a ) the business, results of operation, EBITDA, operations or ﬁnancial condition ofParent and its Subsidiaries, taken as a whole, or ( b ) the ability of Parent or Merger Sub to perform their respective obligations under this Agreement orany of the other Transaction Documents to which any of them is a party ; provided, however, that, in the case of subclause ( a ) above, a shall not be deemed to mean or include any such circumstance, state of facts or matters, change, event, occurrence, action or omissionto the extent arising as a result of : ( i ) general changes or developments in the industries in which Parent and its Subsidiaries operate ; ( ii ) changes afterthe date of this Agreement in Laws of general applicability or interpretations thereof by courts or other Government Authorities ; ( iii ) any change to theUnited States economy in general or global economic condition ; ( iv ) any natural disaster, epidemic or pandemic ( including COVID-19 ), acts of nature orchange in climate ; ( v ) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international politicalconditions, except, in the case of each of clauses ( i ) through ( v ), to the extent those circumstances, states of facts or matters, changes, events, occurrences, actions or omissions disproportionately impact ( relative to similarly situated businesses ) the business, results of operation, EBITDA, operations or financial condition of Parent and its Subsidiaries taken as a whole