definiens: shall mean any material adverse change, event, circumstance, occurrence, state of facts or development that, individually or in the aggregate withall other changes, events, circumstances, occurrences, states of facts or developments occurringprior to the determination of a Company Material Adverse Effect, has had or would reasonably beexpected to have a material adverse effect on : ( a ) the business, assets, liabilities, financialcondition or results of operations of the Company ; or ( b ) the ability of the Company toconsummate the transactions contemplated hereby ; provided, however, that, for purposes ofclause ( a ), a Company Material Adverse Effect shall not be deemed to include any change, event, circumstance, occurrence, state of facts or development first arising after the date hereof tothe extent resulting from : ( i ) general business or economic conditions, ( ii ) national or internationalpolitical or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence ofany military or terrorist attack upon the United States or any of its territories, possessions ordiplomatic or consular offices or upon any military installation, equipment or personnel of theUnited States, ( iii ) changes in GAAP or other international accounting standards ( it beingunderstood that this clause ( iii ) shall not apply with respect to a representation or warrantycontained in this Agreement to the extent that the purpose of such representation or warranty is toaddress compliance with GAAP ), ( iv ) changes in Law ( it being understood that this clause ( iv)shall not apply with respect to a representation or warranty contained in this Agreement to theextent that the purpose of such representation or warranty is to address compliance with Laws),(v ) the taking of, or the failure to take, any action expressly required to be taken by the Companypursuant to this Agreement or any of the other Ancillary Agreements, ( vi ) the announcement orpendency of the Merger, including any impact thereof on relationships, contractual or otherwise, with suppliers, distributors, partners or employees ( it being understood that this clause ( vi ) doesnot apply with respect to a representation or warranty contained in this Agreement to the extentthat the purpose of such representation or warranty is to address the consequences arising fromthe execution and delivery of this Agreement or the Merger or the performance of obligationsunder this Agreement ), ( vii ) the identity or business plans of the Buyer or any of its Affiliates, or(viii ) any failure by the Company to meet internal projections or forecasts or revenue or earningspredictions for any period ( although, subject to the other provisions of this definition, theunderlying cause of such failure shall not be excluded ) so long as, with respect to clauses ( i ), ( ii),and ( iii ) such events, circumstances, changes, occurrences, facts or developments do notadversely affect the Company in a materially disproportionate manner relative to similarlysituated participants in the industry in which the Company operates