definiens: with respect to any Person means any events or developments that, individually orin the aggregate, ( a ) have, or are reasonably expected to have, a material adverse effect on the business, properties, assets ( including intangible assets ), condition ( financial or otherwise ), capitalization, liabilities, financial condition orresults of operations of such Person and its Subsidiaries, taken as a whole, excluding any effect that results from orarises in connection with ( i ) changes in general economic or political conditions or the securities market in general(whether as a result of acts of terrorism, war ( whether or not declared ), armed conflicts, natural disasters or otherwise)to the extent they do not disproportionately affect such Person and its Subsidiaries, taken as a whole ; ( ii ) changes inor affecting the industries in which such Person operates to the extent they do not disproportionately affect suchPerson and its Subsidiaries, taken as a whole, in any material respect ; ( iii ) changes in GAAP or applicable Law ; ( iv)any failure to meet internal projection or forecasts for any period ; and ( iii ) changes, effects or circumstances resultingfrom the announcement or pendency of this Agreement ( including such changes or effects on relationships, contractual or otherwise, with customers, suppliers, manufacturers, distributors, partners or employees, proximatelycaused thereby ), or ( b ) prevent or materially delay the ability of such Person to consummate the Transactions