definiens: shall mean any effect, change, event, circumstance or development ( any such item, an ) that, considered together with all other Effects that had o ccurred prior to the date of determination of the occurrence of the CGI Material Adverse Effect, is or could reasonably be expected to be or to become materially adverse to, or has or could reasonably be expected to have or result in a material adverse effect on : ( a ) the business, financial condition, assets or results of operations of CGI ; or ( b ) the ability of CGI to consummate the Merger or any of the other Contemplated Transactions or to perform any of its covenants or obligations under the Agreement in all material respects ; provided, however, that none of the following shall be deemed either alone or in combination with any of the following to constitute a CGI Material Adverse Effect : ( i ) any adverse effect that results from general economic, business, financial or market conditions ; ( ii ) any adverse effect that results from conditions in any of the industries or industry sectors in which CGI operates ; ( iii ) any adverse effect resulting from any epidemic, pandemic or disease outbreak ( including COVID -19 ), act of terrorism, war, national or international calamity or any other similar event ; ( iv ) any adverse effect resulting from any change in any applicable Legal Requirement of any Governmental Body ; ( v ) any changes ( after the date hereof ) in GAAP ; ( vi ) a ny adverse effect resulting from any action taken by CGI with the Company ’s prior written consent or the taking of any action expressly required by this Agreement ; ( vii ) any Effect resulting from the announcement or pendency of the Merger ; and ( viii ) a dec line in CGI ’s stock price or change in trading volume of CGI ’s stock, in and of itself ( it being understood that any cause of any such decline may be deemed to constitute, in and of itself, a CGI Material Adverse Effect and may be taken into consideration when determining whether a CGI Material Adverse Effect has occurred ) ; provided, however, that in the case of the foregoing clauses ( i ), ( ii ), ( iii ) and ( iv ), such adverse effect does not affect CGI, taken as a whole, in a disproportionate manner as compare d to CGI ’s industry peers and, in the case of clause ( iv ) as compared to the Company