definiens: shall mean any material adverse change, event, circumstance, occurrence, state of facts or development that, individually or in the aggregate with all other changes, events, circumstances, occurrences, states of facts or developments occurring 64 prior to the determination of a Company Material Adverse Effect, has or would reasonably be expected to have amaterial adverse effect on, ( a ) the business, assets, liabilities, capitalization, prospects, condition ( financial or other),or results of operations of the Company, taken as a whole, or ( b ) the ability of the Company to consummate thetransactions contemplated hereby ; provided, however, that, with respect to clause ( a ) of the foregoing, does not include any event, occurrence, fact, condition or change, directly or indirectly, arising after the date hereof out of or attributable to : ( i ) general economic or political conditions ; ( ii ) conditionsgenerally affecting the industries in which the business of the Company operates ; ( iii ) any changes in financial orsecurities markets in general ; ( iv ) acts of war ( whether or not declared ), armed hostilities or terrorism, or theescalation or worsening thereof ; ( v ) any changes in applicable Laws or accounting rules, including GAAP ; or ( vi ) theannouncement or pendency of the transactions contemplated by this Agreement, except to the extent any suchevent, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to the mattersdescribed in the foregoing clauses ( i ), ( ii ), ( iii ), ( iv ) or ( v ) above disproportionately affects in any material respect thebusiness of the Company, as compared to other companies that conduct business in the industry in which theCompany conducts such business ( in which case, only the extent of such disproportionate effects ( if any ) shall betaken into account when determining whether a exists