definiens: means any change, effect, event, occurrence, state of facts or development whichindividually or in the aggregate would reasonably be expected to result in any change or effect, that is materiallyadverse to the business, financial condition or results of operations of the Business, taken as a whole ; provided, however, that none of the following shall be deemed, either alone or in combination, to constitute, and none of thefollowing shall be taken into account in determining whether there has been or will be, a Material Adverse Effect:(A ) any change, effect, event, occurrence, state of facts or development ( 1 ) in the financial or securities markets orthe economy in general, ( 2 ) in the industries in which the Business operates in general, to the extent that suchchange, effect, event, occurrence, state of facts or development does not disproportionately impact the Business, or(3 ) resulting from any divestiture that may be required to be effected pursuant to the terms of this Agreement, or(B ) any failure, in and of itself, by the Business to meet any internal or published projections, forecasts or revenue orearnings predictions ( it being understood that the facts or occurrences giving rise or contributing to such failure maybe deemed to constitute, or be taken into account in determining whether there has been or would reasonably beexpected to be, a Material Adverse Effect )