definiens: means any event, circumstance, change or effect that, individually or inthe aggregate with all other events, circumstances, changes or effects, is reasonably expected to be materiallyadverse to the financial condition of the Business or to the properties, assets, liabilities, operations or results ofoperations of the Company and the Company Subsidiaries, taken as a whole, but shall exclude any event, circumstance, change or effect resulting or arising from : ( a ) any change or prospective change in any laws or GAAPor interpretation or enforcement thereof ; ( b ) any change that is generally applicable to the industries or markets inwhich the Business operates ; ( c ) the entry into or announcement of this Agreement or the consummation of thetransactions contemplated hereby ; ( d ) any action taken by ( or at the request of ) a Buyer Party or any of its Affiliates;(e ) any omission to act or action taken by the Company or any Company Subsidiary with the consent of a Buyer Partyor which is permitted by this Agreement ; ( f ) acts of war ( whether or not declared ), armed hostilities or terrorism;(g ) any acts of God, including any earthquakes, hurricanes, tornados, floods, tsunamis or other natural disasters ; ( h)any failure, in and of itself, by the Company or any Company Subsidiary to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ( it being understood that the facts or occurrences givingrise to such failure may be deemed to constitute, or be taken into account in determining whether there has been orwill be, a Company Material Adverse Effect ) ; or ( i ) conditions in the securities markets, capital markets, creditmarkets, currency markets or other financial markets in the U.S. or any other country