definiens: means any change, circumstance or effect that is materially adverse to thebusiness, operations, assets, properties, liabilities, financial condition or results of operations of the Company, taken as awhole, or that materially impairs the ability of the Company to consummate any of the transactions contemplated by thisAgreement ; provided, however, that any adverse change, event or effect arising from : ( i ) conditions generally affectingthe United States economy or generally affecting one or more industries in which the Company operates except to theextent the Company is affected in a disproportionate manner as compared to other similarly situated companies in thesame industries ; ( ii ) national or international political or social conditions, including terrorism or the engagement by theUnited States in hostilities or acts of war ; ( iii ) financial, banking or securities markets ( including any disruption thereofand any decline in the price of any security or any market index ) ; ( iv ) changes in GAAP or other similar accountingrequirements in foreign countries which are not specific to the Company ; ( v ) changes in any laws, rules, regulations, orders, or other binding directives issued by any Governmental or Regulatory Authority except to the extent theCompany is affected in a materially disproportionate manner as compared to other similarly situated companies in thesame industries ; ( vi ) any action taken by Parent, Buyer or Merger Sub prior to or on the Closing Date ; ( vii ) the publicannouncement, pendency or completion of the transactions contemplated by this Agreement ; or ( viii ) any failure, in andof itself, by the Company to meet any internal or disseminated projections, forecasts or revenue or earnings predictions(previously supplied to Parent, Buyer or Merger Sub prior to Closing ) for any period ; or ( x ) any compliance by theCompany with any request made by Buyer or its Affiliates, shall not be taken into account in determining whether a has occurred or would reasonably be expected to occur . References in thisAgreement to dollar amount thresholds shall not be deemed to be evidence of a Company Material Adverse Effect ormateriality