definiens: means ( i ) with respect to New Member, any event, change or effect that, when taken individually ortogether with all other adverse events, changes and effects, is or is reasonably likely ( a ) to be materially adverse to thecondition ( financial or otherwise ), properties, assets, liabilities, business, operations, results of operations or prospects of NewMember or its subsidiaries, taken as a whole or ( b ) to prevent or materially delay consummation of the Transaction orotherwise to prevent New Member or its subsidiaries from performing their obligations under this Agreement and ( ii ) withrespect to Company and Existing Member, any event, change or effect that, when taken individually or together with all otheradverse events, changes and effects, is or is reasonably likely ( a ) to be materially adverse to the condition ( financial orotherwise ), properties, assets ( including New Membership Interests ), liabilities ( including Assumed Liabilities ), business, operations, results of operations or prospects respectively of Company or Existing Member, their Subsidiaries, or the Businessor ( b ) to prevent or materially delay consummation of the Transaction or otherwise to prevent Company or Existing Memberor its Subsidiaries from performing their obligations under this Agreement