definiens: means any event, change, circumstance or effect that ( A ) is materially adverse to the business, condition ( financial or otherwise ) or results of operations of Parent and its Subsidiaries, taken as a whole, or ( B ) materiallyimpairs the ability of Parent or Merger Sub to consummate, or prevents or materially delays, the Merger or any of the othertransactions contemplated by this Agreement ; provided, however, that in the case of clause ( A ) of this definition of only, Parent Material Adverse Effect shall not include any event, 38 change, circumstance or effect ( 1 ) generally affecting the industry in which Parent and its Subsidiaries operate, or the economyor the financial or securities markets in the United States, including effects on such industry, economy or markets resultingfrom any regulatory and political conditions or developments in general, including any outbreak or escalation of hostilities ordeclared or undeclared acts of war or terrorism and including changes in interest rates ; ( 2 ) reflecting or resulting from changesin Law or GAAP or accounting standards ; ( 3 ) demonstrably resulting from the announcement or pendency of the transactionscontemplated by this Agreement ; ( 4 ) any change, in and of itself, in the market price or trading volume of Parent CommonStock ; ( 5 ) changes in any analyst recommendations, any financial strength rating or any other similar recommendations orratings as to Parent or its Subsidiaries ( including, in and of itself, any failure to meet analyst projections ) ; ( 6 ) the loss by Parentor any of its Subsidiaries of any of its customers, suppliers or employees as a result of the announcement of the transactionscontemplated by this Agreement ; ( 7 ) the failure, in and of itself, of Parent to meet any expected or projected financial oroperating performance target, whether internal or published, for any period ending on or after the date of this Agreement aswell as any change, in and of itself, by Parent in backlog or any other expected or projected financial or operatingperformance target as compared with any target prior to the date of this Agreement ; ( 8) any suit, action or other legalproceeding arising out of or related to this Agreement or ( 9 ) any actions taken that are specifically required in accordance withthe terms of this Agreement or taken at the written request of the Company or with the prior written consent of the Company;provided, that, with respect to clause ( 1 ), the impact of such event, change, circumstance or effect is not disproportionatelyadverse to Parent and its Subsidiaries, taken as a whole, relative to other participants in the industry in which Parent operates;and provided, further, for the avoidance of doubt, that with respect to clauses ( 4 ), ( 5 ) and ( 7 ), the facts and circumstancesgiving rise to or contributing to such failure or change may be taken into account in determining whether there has been aParent Material Adverse Effect