definiens: means any event, occurrence, fact, condition or change that is, or cou ld reasonably be expected to become, individually or in the aggregate, materially adverse to ( i ) the business, results of operations, condition ( financial or otherwise ) or assets of the Company taken as a whole or ( ii ) the ability of the Company to consumm ate the transactions contemplated hereby on a timely basis ; provided, however, that shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to : ( A ) general economi c or political conditions ; ( B ) conditions generally affecting the industries in which the Company operates ; ( C ) any changes in financial, banking or securities markets in general ; ( D ) acts of war ( whether or not declared ), armed hostilities or terrorism, o r the escalation or worsening thereof ; ( E ) any changes in applicable Laws or accounting rules, including GAAP ; ( F ) the negotiation, announcement, pendency or consummation of the execution of this Agreement, or performance of the obligations hereunder ; or ( G ) acts of God, pandemics, earthquakes, hurricanes or other natural disasters : provided further, however, that any event, occurrence, fact, condition or change referred to in clauses ( A ) through ( G ) immediately above shall be taken into account in determin ing whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a materially disproportionate effect on the Company compared to other participants in the industries in which the Company conducts its businesses