definiens: means any significant or notable fact, circumstance, development, occurrence, condition, event or changethat has, or could reasonably be expected to have, either individually or in the aggregate with all other facts, circumstances, developments, occurrences, conditions, events or changes, with or without notice, lapse of time or both, a material adverse effect on(a ) the business, assets, Liabilities, properties, prospects, financial condition or results of operations of the Group, taken as a whole, or(b ) the ability of the Group to perform its obligations under this Agreement or any agreement entered into in connection herewith or toconsummate on a timely basis each of the Transactions, but excluding with respect to clauses ( a ) and ( b ) any such fact, circumstance, development, occurrence, condition, event or change to the extent resulting or arising from ( i ) any change in Law or interpretationthereof, ( ii ) any change in general economic or financial market conditions in the countries or markets in which the Group operate,(iii ) any change that generally affects the industries in which the Group participate, ( iv ) any change resulting from acts of war ( whether ornot declared ), sabotage or terrorism, military actions or the escalation thereof, occurring after the date hereof, ( v ) any act taken oromitted to be taken at the express written direction of Parent under this Agreement, ( vi ) the announcement of this Agreement and theTransactions, or ( vii ) any act of God ( including weather, pandemics, and natural disasters ), except, in each of clauses ( i ) through ( iv)above, to the extent that any such fact, circumstance, development, occurrence, condition, event or change has or could reasonably beexpected to have a materially disproportionate adverse effect on the Group, taken as a whole, as compared to other Persons operatingin the same industry in which the Group operate