definiens: means any change, effect, event, development, occurrence, condition or state of facts ( collectively, ), that, in theaggregate with all other Effects, is, or would reasonably be expected to be, ( 1 ) materially adverse to the business, assets, financial condition or results of operations of the Company and its Subsidiaries taken as a whole, or ( 2 ) prevent theconsummation of the Merger ; provided that in no event shall any of the following, alone or in combination, be deemed toconstitute, nor shall any of the following be taken into account in determining whether there has been, or there wouldreasonably be expected to be, a Company Material Adverse Effect : ( a ) any Effect relating to, or resulting from, any change ordevelopments in or to local, regional, national or foreign political, economic or financial conditions or in or to local, regional, national or foreign credit, financial, banking or securities markets ( including any disruption thereof ), including any Effectcaused by acts of terrorism or war or armed hostilities ( whether or not declared ), ( b ) any Effect affecting generally any of theindustries, geographic areas or business segments in which the Company or any of its Subsidiaries operates, ( c ) any Effectrelating to, or resulting from, any hurricane, earthquake or other natural disasters, ( d ) any change in the share price or tradingvolume ( as opposed to the facts underlying such change ) of the Company Common Stock on the Nasdaq Global Select Marketof The NASDAQ Stock Market LLC ( ) ( provided, however, that the facts and circumstances giving rise to suchEffect that are not otherwise excluded from the definition of Company Material Adverse Effect may be considered for purposesof determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect ), ( e ) anyEffect -8- relating to, or resulting from, the adoption, implementation, promulgation, repeal, modification or proposal of any Law ( asdefined in Section 3.3(b ) ) or U.S. generally accepted accounting principles ( ), after the date of this Agreement,(f ) any failure, in and of itself ( as opposed to the facts underlying such failure ), to meet any budgets, plans, projections orforecasts of the Company ’s or its Subsidiaries ’ revenue, earnings or other financial performance or results of operations, or anypublished financial forecasts or analyst estimates with respect to the revenue, earnings or other financial performance or resultsof operations of the Company or its Subsidiaries or any change in analyst recommendations, for any period ( provided, however, that the facts and circumstances giving rise to such failures that are not otherwise excluded from the definition ofCompany Material Adverse Effect may be considered for purposes of determining whether there has been, or there wouldreasonably be expected to be, a Company Material Adverse Effect may be considered for purposes of determining whether therehas been, or would reasonably be expected to be, a Company Material Adverse Effect ) or ( g ) any Effect directly relating to, orresulting from, the execution, performance or announcement of this Agreement or the Related Agreements ( including theimpact thereof on relationships, contractual or otherwise, with customers, suppliers, licensors, licensees, distributors, partners oremployees, the loss or departure of officers or other employees of the Company or its Subsidiaries and any pending orthreatened Proceeding ( as defined in Section 3.7 ) challenging this Agreement, any of the Related Agreements or thetransactions contemplated hereby or thereby, or otherwise resulting from the pursuit of the consummation of the transactionscontemplated hereby or thereby ; except that clauses ( a ), ( b ), ( c ) and ( e ), shall not be applicable with respect to Effects to theextent, but only to the extent, that any such Effects have had, or would reasonably be expected to have, a disproportionateimpact on the Company and its Subsidiaries, taken as a whole, relative to other participants in the industry in which theCompany and its Subsidiaries operate