definiens: means any event, occurrence, fact, condition or change that is, individually or in theaggregate, materially adverse to ( a ) the business, results of operations, condition ( financial or otherwise ) or assets of theCompanies, or ( b ) the ability of the Companies to consummate the transactions contemplated hereby on a timely basis;provided, however, that shall not include any event, occurrence, fact, condition, or change, directlyor indirectly, arising out of or attributable to : ( i ) any changes, conditions or effects in the United States or foreign economiesor securities or financial markets in general ; ( ii ) changes, conditions or effects that generally affect the industries in which theCompanies operate ; ( iii ) any change, effect or circumstance resulting from an action required or permitted by this Agreement, except pursuant to Section 4.05 and Section 6.09(a ), or resulting from the announcement, pendency or public disclosure ofthis Agreement or the transactions contemplated hereby ; ( iv ) conditions caused by acts of terrorism or war ( whether or notdeclared ) ; or ( v ) changes in Laws or accounting rules ; provided further, however, that any event, occurrence, fact, condition, or change referred to in clauses ( i ), ( ii ) or ( iv ) immediately above shall be taken into account in determining whether aMaterial Adverse Effect has occurred to the extent that such event, occurrence, fact, condition, or change has adisproportionate effect on the Companies compared to other participants in the industries in which the Companies conducttheir businesses