definiens: means in connection with the Company, any ( i ) event, change, circumstance, effect or state of facts that, when considered individually or in the aggregate, is oris reasonably likely to be materially adverse to the ability of the Company and Sellers to performtheir obligations under this Agreement or to consummate the transactions contemplated herebyor ( ii ) change in, or effect on, the operations, assets or condition ( financial or otherwise ) of theCompany that, when considered as a whole, is or is reasonably likely to be materially adverse tothe business, operations, assets or condition ( financial or otherwise ) of the Company ; provided, however, that none of the following events, either alone or in combination, will be considered amaterial adverse effect ( so long as, in each case, the Company is not disproportionately affectedby such effect, event or condition as compared to industry peers ): ( a ) any change, circumstance, fact, effect, event or condition materially and adversely affecting the economy in general, or ( b)any change, circumstance, fact, effect, event or condition materially and adversely affecting theindustry in which the Company operates