definiens: shall mean, with respect to the Company a material adverse effecton the business, operations, results of operations, assets, liabilities or financial condition of the Company andits Subsidiaries taken as a whole, other than any effect arising out of or resulting from : ( i ) changes in thegeneral economic and political conditions of the United States, or the United States or global financial orsecurities markets or interest rates ; ( ii ) changes in GAAP ; ( iii ) changes generally affecting the industry in whichthe Company and its Subsidiaries operate ( including changes in Law ) and not specifically relating to, orhaving a materially disproportionate effect on, the Company and its Subsidiaries taken as a whole ; ( iv ) theannouncement or pendency of this Agreement, the Asset Transfer Agreements or the transactionscontemplated hereby or thereby or the identity of Parent ( including any impact on relationships withcustomers, suppliers or employees ) ; ( v ) any acts of war ( whether declared or undeclared ), sabotage or terrorismor any escalation or worsening thereof or any natural disasters ; ( vi ) litigation, disputes or any other matterrelating to any agreement between the Company or any of its Affiliates, on one hand, and Parent or any of itsAffiliates, on the other hand, whether or not such agreement is a Company Material Contract ; ( vii ) anychanges in the assets or the businesses to be transferred under the Asset Transfer Agreements ; or ( viii ) anyaction required to be taken pursuant to this Agreement, the Asset Transfer Agreements or with Parent ’s consent