definiens: or means, when used in(m ) or means, when used inconnection with the Company or Parent, any change, effect, event or occurrence that eitherindividually or in the aggregate with all other such changes, effects, events and occurrences ismaterially adverse to the business, properties, financial condition or results of operations of theCompany or Parent, as the case may be, and its Subsidiaries taken as a whole, provided that ( i)with respect to Section 3.01(g)(i ) and ( ii ) hereof, shall exclude any material adverse change in theCompany 's results of operations for any fiscal period prior to the Closing Date that is directlyattributable to a disruption in the conduct of the Company 's business arising from the transactionscontemplated by this Agreement or the public announcement thereof and ( ii ) with respect toSection 3.02(f)(i ) and ( ii ) hereof, shall exclude any material adverse change in Parent 's results ofoperations for any fiscal period prior to the Closing Date that is directly attributable to a disruptionin the conduct of Parent 's business arising from the transactions contemplated by this Agreementor the public announcement thereof ; and provided, further, that Material Adverse Effect andMaterial Adverse Change shall not be deemed to include the impact of ( a ) any change in lawsand regulations or interpretations thereof by courts or governmental authorities generallyapplicable to the Company and Parent, ( b ) any change in generally accepted accountingprinciples as applied in the United States or regulatory accounting principles generallyapplicable to the Company and Parent, ( c ) any change arising or resulting from general industry, economic or capital market conditions or conditions in markets relevant to the Company orParent, as applicable, that affects Parent or the Company, as applicable ( or the markets in whichParent or the Company, as applicable, compete ) in a manner not disproportionate to the mannerin which such conditions affect comparable companies in the industries or markets in whichCompany or Parent, as applicable, compete, ( d ) any act or omission of the Company ( or any of itsSubsidiaries ) taken with the prior written consent of Parent or ( e ) the expenses reasonablyincurred by the Company in entering into this Agreement and consummating the transactionscontemplated by this Agreement and the expenses associated with the termination of anyCompany Plan as and to the extent contemplated herein