definiens: means any event, change, fact, development, occurrence or effect ( each, an ) that, individually or collectively with one or more other Effects, ( a ) has had a material adverse effect on thebusiness, assets, liabilities, financial condition, prospects or results of operations of the Company and itsSubsidiaries, taken as a whole or ( b ) prevents or materially delays the ability of the Company to perform itsobligations under, or consummate, the transactions contemplated by, this Agreement ; provided that, solely forpurposes of clause ( a ) of this definition, none of the following matters, either alone or in combination, will constitute, or be considered in determining whether there has been, a Material Adverse Effect : ( i ) any outbreak or escalation ofwar or major armed hostilities or any act of terrorism, ( ii ) changes in applicable laws, rules, regulations or GAAPafter the date of this Agreement, ( iii ) changes that generally affect the industry in which the Company operates,(iv ) changes in financial markets, general economic conditions or political conditions, ( v ) changes in the tradingprice or trading volume of the Common Stock, and ( vi ) failure by the Company to meet any published or internallyprepared projections, budgets, plans or forecasts of revenues, earnings or other financial performance measures oroperating statistics, except, in the case of clauses ( i ) through ( iv ), to the extent those Effects have a disproportionateeffect on the Company and its Subsidiaries, taken as a whole, as compared to other similarly situated companiesoperating in the industry in which the Company and its Subsidiaries operate, and with respect to clauses ( v ) and(vi ), it being understood that the facts and circumstances underlying any such change or failure that are nototherwise expressly excluded in clauses ( i ) through ( vi ) herein from the definition of a maybe considered in determining whether there has been a Material Adverse Effect