definiens: of any person that is not an individual means, with respect to any specific matter, theknowledge of such person ’s Executive Officers ( as such term is defined in Rule 3b-7 of the Exchange Act);(e ) or means, when used in connection with USBioEnergy or VeraSun, any change, development, event, occurrence, effect or state of facts that, individually orin the aggregate with all such other changes, developments, events, occurrences, effects or states of facts is, oris reasonably likely to be, materially adverse to the business, financial condition or results of operations of suchparty and its Subsidiaries, taken as a whole ; provided, that none of the following shall be deemed either alone orin combination to constitute, or be taken into account in determining whether there has been, or is reasonablylikely to be, a Material Adverse Change or a Material Adverse Effect : any change, development, event, occurrence, effect or state of facts arising out of or resulting from ( i ) capital market conditions generally orgeneral economic conditions, including with respect to interest rates or currency exchange rates, ( ii ) geopoliticalconditions or any outbreak or escalation of hostilities, acts of war or terrorism occurring after the date of thisAgreement, ( iii ) any hurricane, tornado, flood, earthquake or other natural disaster occurring after the date of thisAgreement, ( iv ) any change in applicable law, regulation or GAAP ( or authoritative interpretation thereof ) which isproposed, approved or enacted after the date of this Agreement, ( v ) general conditions in the industries in whichsuch party and its Subsidiaries operate, ( vi ) the failure, in and of itself, of such party to meet any internal orpublished projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial oroperating metrics after the date of this Agreement, or changes in the market price, credit rating or trading volumeof such party ’s securities after the date of this 66Agreement ( it being understood that the underlying facts giving rise or contributing to such failure or change maybe deemed either alone or in combination to constitute, or be taken into account in determining whether there hasbeen, or is reasonably likely to be, a Material Adverse Change or a Material Adverse Effect ), and ( vii ) theannouncement and pendency of this Agreement, the Shareholders Agreements and the transactionscontemplated hereby and thereby, including any lawsuit in respect hereof or thereof, compliance with thecovenants contained herein or therein, and any loss of or change in relationship with any customer, supplier, distributor, or other business partner, or departure of any employee or officer, of such party or any of itsSubsidiaries, except, in the cases of clauses ( i ), ( ii ), ( iii ), ( iv ) and ( v ), to the extent that such party and itsSubsidiaries, taken as a whole, are materially disproportionately affected thereby as compared with otherparticipants in the industries in which such party and its Subsidiaries operate ( in which case the incrementaldisproportionate impact or impacts may be deemed either alone or in combination to constitute, or be taken intoaccount in determining whether there has been, or is reasonably likely to be, a Material Adverse Change or aMaterial Adverse Effect )