definiens: means any change event, c ircumstance, development occurrence or effect that individually or taken together with any other chang e event, circumstance, development occurrence or ef fect is, or would reasonably be expected to be, materially adve rse to the business, operations, condition ( financi al or otherwise ), assets, or results of operations of the Company, taken as a whole ; provided, however, that none of the following shall be deemed, either alone or in combi nation, to constitute, and no change, event, circum stance, development, occurrence or effect arising from or a ttributable or relating to any of the following sha ll be taken into account in determining whether there has been a Material Adverse Effect : ( a ) the public announcem ent or pendency of this Agreement or any of the transactio ns contemplated herein, including the impact thereo f on the relationships of the Company with suppliers, consul tants, employees or independent contractors or othe r third parties with whom the Company has any relationship, ( b ) [ * * * ] ( c ) the taking of any action required by this Agreement, or otherwise taken with the written cons ent of Parent, ( d ) any breach by Parent or Merger S ub of this Agreement or the Confidentiality Agreement, ( e ) [ * * * ] or ( f ) [ * * * ] or ( g ) [ * * * ]