definiens: with respect to any Person means any change, event, violation, inaccuracy, circumstance, condition or eﬀect ( each, an ) that, individually or taken together with all other Eﬀects that have occurred prior to thedate of determination of the occurrence of a Material Adverse Eﬀect is, or would reasonably be likely to be or become, materially adverse in relation to ( a ) the financial condition, assets ( including intangible assets),12business, or operations of such entity and its Subsidiaries ( if any ), taken as a whole, or ( b ) such Person ’s ability to performor comply with the material covenants, agreements or obligations of such Person herein or to consummate the Merger inaccordance with this Agreement and applicable Law ; provided, however, that any Eﬀect to the extent resulting or arisingfrom any of the following shall not be deemed, either alone or in combination, to constitute or be considered in determining aMaterial Adverse Eﬀect : ( i ) the execution and delivery of this Agreement ( provided that this clause ( i ) shall not apply to anyrepresentation or warranty the purpose of such representation or warranty is to address the consequences resulting fromthe execution and delivery of this Agreement ), ( ii ) with respect to the Company, any failure by such Person to meet anyprojections, budgets or estimates of revenue or earnings ( it being understood that the facts giving rise to such failure may betaken into account in determining whether there has been a Material Adverse Eﬀect ( except to the extent such facts areotherwise excluded from being taken into account by this proviso ) ) ; ( iii ) with respect to the Company, any action or failure totake action which action or failure to act is requested in writing by Parent or expressly permitted by, required by, orexpressly prohibited to be taken by, this Agreement ; ( iv ) the public disclosure or pendency of this Agreement and theTransactions or the identity or involvement of the Parent and its Aﬃliates ( including any impact on the customers, suppliers, vendors or employees of Company ) ; ( v ) any change or development in general economic conditions in the industries ormarkets in which the applicable Person operates, ( vi ) any change in ﬁnancing, banking or securities markets generally, ( vii)any act of war, armed hostilities or terrorism, change in political environment or other force majeure events, or the escalationthereof, or any worsening thereof or actions taken in response thereto, ( viii ) any changes in applicable Law or accountingrules ( including GAAP ) or the enforcement, implementation or interpretation thereof, and ( ix ) any natural disaster or acts ofGod, including the occurrence, continuing or worsening, and government or other response or reaction to of any epidemic orpandemic ( including in respect of COVID-19 ), provided, in the case of subsections ( v ) – ( ix ), that such Eﬀects do not, have amaterially disproportionate adverse impact on the applicable Person, taken as a whole, relative to other similarly situatedPersons in the industries or markets in which such Person operates