definiens: means any change, event, circumstance, development or effect ( each, a ) that, individually or in the aggregate with all other Changesoccurring or existing prior to the determination of a Company Material Adverse Effect, has a material adverse effect on ( i ) thebusiness, assets, liabilities, capitalization, financial condition, or results of operations of the Company and its Subsidiaries, taken as a whole, or ( ii ) the ability of the Company to consummate the Merger and the other transactions contemplated by thisAgreement ; provided that, solely for purposes of clause ( i ) above, none of the following, and no effect arising out of orresulting from the following, in each case to the extent arising after the date of this Agreement, shall constitute ( in and ofitself ) a Company Material Adverse Effect or be taken into account in determining whether a has occurred or may, would or could occur ( except, in the cases of clauses ( x ) and ( y)(A ), ( C ) and ( D ), where theCompany and its Subsidiaries, taken as a whole, are disproportionately affected relative to other comparable Persons operatingin the industries in which the Company and its Subsidiaries operate ): ( x ) any Change generally affecting ( A ) the principalindustries in which the Company 7 and its Subsidiaries primarily operate or ( B ) the economy, credit or financial or capital markets in the United States orelsewhere in the world, including changes in interest or currency exchange rates, or ( y ) any Change arising out of, resultingfrom or attributable to ( A ) changes or prospective changes in Law, in applicable regulations of any Governmental Entity, ingenerally accepted accounting principles or in accounting standards, or any changes or prospective changes in theinterpretation or enforcement of any of the foregoing, ( B ) the announcement or pendency of this Agreement and/or theMerger, ( C ) acts of war ( whether or not declared ), sabotage or terrorism, or any escalation or worsening of any such acts ofwar ( whether or not declared ), sabotage or terrorism, ( D ) pandemics, earthquakes, hurricanes, tornados or other naturaldisasters, ( E ) any decline in the market price, or change in trading volume, of any capital stock of the Company ( it beingunderstood, in each case, that the facts or occurrences giving rise or contributing to such decline or change may be deemed toconstitute, or be taken into account in determining whether there has been, or would reasonably be expected to be, aCompany Material Adverse Effect ), or ( F ) the failure of the Company to meet internal or analysts ’ expectations or projectionsfor any period ending on or after the date of this Agreement, in and of itself ( it being understood that the facts or occurrencesgiving rise or contributing to such failure may be deemed to constitute, or be taken into account in determining whether therehas been, or would reasonably be expected to be, a Company Material Adverse Effect ) . For the avoidance of doubt, the partiesagree that the terms, or as used in this Agreement with an initial lower case shallhave their respective customary and ordinary meanings, without regard to the meanings ascribed to Company MaterialAdverse Effect in the prior sentence of this paragraph . The Company has delivered to the Parent complete and accurate copiesof the Certificate of Incorporation and By - laws of the Company