definiens: means an event, circumstance, occurrence, change, action or omission, ordevelopment that has, or would reasonably be expected to have, individually or in the aggregate, a material adverseeffect on the financial condition, business or results of operations, of the Company ; provided, that any change, eventor effect arising from or related to : ( i ) conditions affecting the Business generally, the industries, markets orgeographical areas in which the Company conducts activities generally, or the economy or political climate generally;(ii ) acts of terrorism, sabotage, military action, armed hostilities, or war ( whether or not declared ), or the escalation orworsening thereof ; ( iii ) financial, credit, banking or securities markets ( including any disruption thereof, any decline inthe price of any security or any market index and changes in interest rates or the availability of financing ) ; ( iv)changes in accounting requirements or principles ( including GAAP ) ; ( v ) changes in any laws, rules, regulations, orders, or other binding directives issued by any Governmental Authority or interpretations thereof ; ( vi ) any failure bythe Company to meet any internal or published projections, forecasts or revenue or earnings predictions for any periodending on or after the date of this Agreement ( it being understood that the underlying causes of such failure may, ifthey are not otherwise excluded from the definition of Material Adverse Effect, be taken into account in determiningwhether a Material Adverse Effect has occurred ) ; ( vii ) any changes in the price of products, supplies, and materialsfrom third - party suppliers ; or ( viii ) changes in weather, meteorological conditions or climate or natural disasters(including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions, fires, tsunamis or similaroccurrences ) affecting the Business, shall not be taken into account in determining whether a has occurred or would reasonably be expected to occur ; provided, that, the exceptions contained in theforegoing ( i ), ( ii ), ( iii ), ( iv ), ( v ), ( vii ), and ( viii ) shall be disregarded in determining whether a Material Adverse Effect hasoccurred solely to the extent that such change has a disproportionate adverse effect on the Company compared toother participants in the industries or markets in which the Company operates