definiens: means any change, effect, event, occurrence, state of facts or development that, individually or in theaggregate with all other changes, effects, events, occurrences, state of facts and developments, ( a ) is or would reasonably be expected to be materiallyadverse to the business, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole, except to the extent that suchchange, effect, event, occurrence, state of facts or development results from, arises out of or is attributable to ( i ) changes in general economic conditions,(ii ) general financial or security market fluctuations or changes in conditions thereof, ( iii ) changes in or events affecting any of the industries in which theCompany or any of its Subsidiaries operate, ( iv ) any effect arising out of a change or proposed change in GAAP ( or any authoritative interpretationthereof ) or Applicable Law ( or any authoritative interpretation thereof ), ( v ) the negotiation, execution, delivery, announcement or pendency of thisAgreement and the transactions contemplated hereby ( provided, however, that the exception in this clause ( v ) for the execution and delivery of thisAgreement, shall not apply to Section 5.7 or the first sentence of Section 5.13(e ) ), including any ( x ) litigation resulting therefrom and ( y ) change incustomer, distributor, sales representative, employee, labor union, works council, supplier, financing source, licensor, licensee, sub - licensee, stockholder, Governmental Authority or similar relationships, including as a result of the identity of Parent or its plans or intentions for the Company orany of its Subsidiaries or their respective businesses or operations ( or any portion thereof ), ( vi ) any failure by the Company and its Subsidiaries to meetany estimates of revenues, earnings, projections, budgets, plans or forecasts of the Company, any of its Subsidiaries or any other Person ( provided that, unless otherwise excluded from the definition of Company Material Adverse Effect, the underlying cause or causes of such failure may be taken intoconsideration when determining whether a Company Material Adverse Effect has occurred ), ( vii ) natural disasters or other force majeure events,(viii ) changes in local, national, international or other political, social or regulatory conditions, including any engagement in hostilities, whether or notpursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack of any kind, or the worsening thereof,(ix ) compliance by the Company and its Subsidiaries with any of the terms and conditions of this Agreement, including Section 7.3, ( x ) any change in thecredit rating of the Company or any of its Subsidiaries ( provided that, unless otherwise excluded from the definition of Company Material Adverse Effect, the underlying cause or causes of such change in credit rating may be taken into consideration when determining whether a Company Material AdverseEffect has occurred ), ( xi ) any action taken by the Company or any of its Subsidiaries at the request or with the consent of Parent or any of its Affiliates or(xii ) any relationship or activity subject to the National Labor Relations Act or similar Applicable Law ; provided, that, in the cases of the foregoing clauses(i ) through ( iv ), ( vii ) and ( viii ), to the extent such changes do not have a materially disproportionate effect on the Company and its Subsidiaries, taken as awhole, as compared to other participants in the same industry or ( b ) would prevent consummation of the transactions contemplated by this Agreement bythe Company