definiens: means any Effect that, considered together with all otherEffects that have occurred prior to the date of determination of the occurrence of a Company Material AdverseEffect, has or would reasonably be expected to have a material adverse effect on the business, condition ( financial orotherwise ), assets, liabilities or results of operations of the Company or its Subsidiaries, taken as a whole ; provided, however, that Effects arising or resulting from the following shall not be taken into account in determining whetherthere has been a Company Material Adverse Effect : ( a ) general business or economic conditions affecting theindustry in which the Company and its Subsidiaries operate, ( b ) acts of war, armed hostilities or terrorism, ( c)changes in financial, banking or securities markets or ( d ) the taking of any action required to be taken by thisAgreement ; except in each case with respect to clauses ( a ) through ( c ), to the extent disproportionately affecting theCompany and its Subsidiaries, taken as a whole, relative to other similarly situated companies in the industries inwhich the Company and its Subsidiaries operate