definiens: shall mean any fact, change, event, circumstance, development or effect that ( i ) ismaterially adverse to the business, assets, liabilities, condition ( financial or otherwise ), prospects or results of operations ofthe Company, taken as a whole, provided, however, that none of the following constitute, or will be considered in determiningwhether there has occurred, a Company Material Adverse Effect, but only to the extent that such changes, events, circumstances, developments or effects do not adversely affect the Company in a disproportionate manner relative to othersimilarly situated participants in the industries or markets in which it operates : ( a ) changes that are the result of factorsgenerally affecting the industries or markets in which the Company operates ; ( b ) changes resulting from the announcement ofthe transactions contemplated hereby ; ( c ) changes in laws, rules, regulations or GAAP or the interpretation thereof ; and(d ) changes that are the result of economic factors affecting the national, regional or world economy, acts of God, hostilities oracts of war, sabotage or terrorism, or ( ii ) would materially impair or delay the ability of the Company to perform itsobligations hereunder, including the consummation of the Merger ; provided, however, that any action taken by the Companyor any Member or Manager of the Company prior to the Effective Time at the written request of Parent or MergerCo or inperformance of or compliance with the express terms of this Agreement ( a ), will not constitute, orwill not be considered in determining whether there has occurred, a Company Material Adverse Effect ; provided, further, however, that no action taken by the Company or any Member or Manager of the Company to satisfy Section 8.2(n ) of thisAgreement shall be Parent Directed Action