definiens: means any change, circumstance or effect that is materially adverse to thebusiness, operations, assets, properties, liabilities, financial condition or results of operations of Parent, Buyer or MergerSub, taken as a whole, or that materially impairs the ability of the Parent, Buyer or Merger Sub to consummate any of thetransactions contemplated by this Agreement ; provided, however, that any adverse change, event or effect arising from:(i ) conditions generally affecting the United States economy or generally affecting one or more industries in whichParent, Buyer or Merger Sub operate except to the extent Parent, Buyer or Merger Sub are affected in a disproportionatemanner as compared to other similarly situated companies in the same industries ; ( ii ) national or international politicalor social conditions, including terrorism or the engagement by the United States in hostilities or acts of war;(iii ) financial, banking or securities markets ( including any disruption thereof and any decline in the price of any securityor any market index ) ; ( iv ) changes in GAAP or other similar accounting requirements in foreign countries which are notspecific to Parent, Buyer or Merger Sub ; ( v ) changes in any laws, rules, regulations, orders, or other binding directivesissued by any Governmental or Regulatory Authority except to the extent Parent, Buyer or Merger Sub are affected in amaterially disproportionate manner as compared to other similarly situated companies in the same industries ; ( vi ) anyaction taken by the Company prior to or on the Closing Date ; ( vii ) the public announcement, pendency or completion ofthe transactions contemplated by this Agreement ; or ( viii ) changes in the market price of Parent Common Stock, shall notbe taken into account in determining whether a has occurred or would reasonably beexpected to occur . References in this Agreement to dollar amount thresholds shall not be deemed to be evidence of aParent Material Adverse Effect or materiality