definiens: shall mean any Effect that, considered together with all other Effects that had occurred prior to the date of determination of the occurrence of the Company Material Adverse Effect, is or could reasonably be expected to be materially adverse to, or has or could reasonably be expected to have or result in a material adverse effect on : ( a ) the business, financia l condition, assets or operations of the Company and its Subsidiaries taken as a whole ; or ( b ) the ability of the Company to consummate the Merger or any of the other Contemplated Transactions or to perform any of its covenants or obligations under the Agr eement in all material respects ; provided, however, that none of the following shall be deemed either alone or in combination with any of the following to constitute a Company Material Adverse Effect : ( A ) any adverse effect that results from general econom ic, business, financial or market conditions ( provided that such adverse effect does not affect the Company and its Subsidiaries, taken as a whole, in a disproportionate manner as compared to the Company ’s industry peers ) ; ( B ) any adverse effect that resul ts from conditions in any of the industries or industry sectors in which the Company or any of its Subsidiaries operates ( provided that such adverse effect does not affect the Company and its Subsidiaries, taken as a whole, in a disproportionate manner as compared to the Company ’s industry peers ) ; ( C ) any adverse effect resulting from any act of terrorism, war, national or international calamity or any other similar event ( provided that such adverse effect does not affect the Company and its Subsidiaries, t aken as a whole, in a disproportionate manner as compared to the Company ’s industry peers ) ; ( D ) any adverse effect resulting from any change in any applicable Legal Requirement of any Governmental Body ( provided that such adverse effect does not affect the Company in a disproportionate manner as compared to the Company ’s industry peers or as compared to Castle ) ; ( E ) any changes ( after the date hereof ) in GAAP ; ( F ) any adverse effect resulting from any action taken by the Company or any of its Subsidiaries w ith Castle ’s prior written consent or the taking of any action expressly required by this Agreement ; and ( G ) any Effect resulting from the announcement or pendency of the Merger