definiens: means any change, effect, event, occurrence, state of facts or development ( each an ) whichindividually or in the aggregate would reasonably be expected to result in, or has resulted in, any Effect that is materially adverse to theCompany ’s business, the Company ’s condition ( financial or otherwise ), results of operations, prospects, assets or Liabilities of theCompany, taken as a whole ; provided that none of the following shall be deemed, either alone or in combination, to constitute, and none ofthe following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect : ( i ) any Effect relating tothe economy in general in the United States or in any other jurisdiction in which the Company has operations or conducts business, or anyoutbreak or escalation of hostilities or 12declared or undeclared acts of war or terrorism, to the extent that such Effects do not disproportionately impact the Company relative toother participants in the industry, ( ii ) any Effect reasonably attributable to conditions affecting the industry in which the Companyparticipates, to the extent that such Effects do not disproportionately impact the Company relative to other participants in the industry,(iii ) any Effect arising from or related to ( x ) the Parties ’ entry into this Agreement, ( y ) the pendency of the Merger or ( z ) the consummation ofthe Merger or any of the other transactions contemplated by this Agreement, or the announcement thereof, including the identity of Buyer, and including any Effect on the relationships, contractual or otherwise, of the Company with regulators, employees, contractors, customers, suppliers, vendors, landlords or partners ( including the termination, suspension or modification of any such relationships or the exercise ofany contractual rights that arise as a result of the consummation of the Merger ) ; ( iv ) any Effect arising from or relating to changes in GAAPor Laws or, in either case, the enforcement or interpretation thereof, to the extent that such change does not disproportionately impact theCompany relative to other participants in the industry, and ( v ) any failure, in and of itself, by the Company to meet any projections, forecastsor revenue or earnings predictions for any period ending on or after the date of this Agreement ( it being understood that the facts oroccurrences giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether therehas been or will be, a Material Adverse Effect )