definiens: with respect to the Company, means ( i ) a material adverse effect on the financial condition, properties, business or results of operations of the Company or ( ii ) a material adverse effect on the ability of the Company toperform its material obligations under the Transaction Documents ; provided that none of the following shall be deemed eitheralone or in combination to constitute, and none of the following shall be taken into account in determining whether there hasbeen or would be, a Material Adverse Effect on the Company : ( A ) any adverse effect resulting from or arising out of generaleconomic conditions to the extent that such conditions do not disproportionately affect the2 Company, ( B ) any adverse effect resulting from or arising out of general conditions in the industries in which the Companyoperates to the extent that such conditions do not disproportionately affect the Company, ( C ) any adverse effect resulting fromor arising out of any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worseningthereof to the extent they do not disproportionately affect the Company, ( D ) any adverse change in reported financial resultsto the extent such change results from or arises out of changes ( after the date of this Agreement ) in GAAP or Applicable Laws, or ( E ) a reduction in market price of the Company ’s Common Stock on the Trading Market to the extent such reduction is notrelated to factors that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect