definiens: means any fact, event, change, development, condition, circumstance or effect that, individually or in the aggregate, is, or would reasonably be expected to be, materially adverse to the business, operations, financial condition, assets ( whether tangible or intangible ), liabilities, capitalization or results of operations of the Company or its Subsidiaries, taken as a whole;provided that, shall not include any such fact, event, change, development, condition, circumstance oreffect to the extent it results or arises from ( a ) any acts of terrorism, sabotage, military action or war ( whether or not declared ) or anyescalation or worsening thereof, ( b ) changes generally affecting ( i ) the industry in which the Company operates, ( ii ) the United States orworldwide economy, ( iii ) financial markets in the United States or worldwide, or political conditions in the United States or worldwide,(c ) changes in applicable Law or GAAP ( or authoritative interpretation thereof ), ( d ) -9 - any action required to be taken by the Company pursuant to the terms of this Agreement, ( e ) any action taken by the Company that ispermitted or requested to be taken by Parent in writing, ( f ) the announcement or pendency of the Transactions, including the impact thereofon the relationships with customers, suppliers, partners or employees of the Company or ( g ) any failure to meet any internal or publishedbudgets, projections, forecasts or predictions in respect of financial performance for any period, except, in each case of the foregoingclauses ( a ), ( b ) and ( c ), if such event, change, development, condition, circumstance or effect disproportionately, to a material degree, affects ( relative to other participants in the Company ’s industry ) the Company