definiens: shall mean any event, occurrence, circumstance, change or effect which, individually or in the aggr egate, has had or would reasonably be expected to h ave a material adverse effect on ( a ) the ability of the C ompany to consummate the Transactions on or before the End Date or ( b ) the business, assets, financial conditi on or results of operations of the Acquired Corpora tions, taken as a whole ; provided, however, that none of the following shall be deemed to con stitute or be taken into account in determining whether there is, or would reasonabl y be expected to be, a Material Adverse Effect for purposes of clause ( b ) above : ( i ) any change in the market p rice or trading volume of the Company ’s stock or ch ange in the Company ’s credit ratings ; provided that the underlying causes of any such change may be considered in determining whether a Material Adverse Effect has o ccurred to the extent not otherwise excluded by ano ther exception herein ; ( ii ) any event, occurrence, circu mstance, change or effect resulting from the announ cement, pendency or performance of the Transactions ( other than for purposes of any representation or warranty contained in Section 3.22 and the condition set for th in clause ( b)(iv ) of Annex I solely as such cond ition relates to Section 3.22 ) ; ( iii ) any event, occurrence, circ umstance, change or effect generally affecting the industries in which the Acquired Corporations operate or in the e conomy A-7 generally or other general business, financial or m arket conditions ; ( iv ) any event, occurrence, circu mstance, change or effect arising directly or indirectly fro m or otherwise relating to fluctuations in the valu e of any currency or interest rates ; ( v ) any event, occurren ce, circumstance, change or effect arising directly or indirectly from or otherwise relating to any act of terrorism ( including cyber attacks and computer hacking ), war, national or international calamity, natural disaster, epidem ic, pandemic, political unrest or any other similar event ( or the worsening thereof ) ; ( vi ) the failure of the Company to meet internal or analysts ’ expectations or proj ections ; provided that the underlying causes of such failure may be considered in determining whether a Material Adverse Effect has occurred to the extent not other wise excluded by another exception herein ; ( vii ) an y adverse effect arising directly from or otherwise directly relating to any action taken by Parent, or by the C ompany at the written direction of Parent, with the prior written consent of Parent or any action specifically requi red or permitted to be taken by the Company by the terms o f the Agreement ; ( viii ) any event, occurrence, circ umstance, change or effect arising directly or indirectly fro m or otherwise relating to any change in, or any co mpliance with or action taken for the purpose of complying with a ny chance in, any Legal Requirement or GAAP ( or interpretations of any Legal Requirement or GAAP ) ; ( ix ) any Legal Proceeding described in Section 2.7 or Section 6.6 ; or ( x ) any matter disclosed in the Com pany Disclosure Schedule ; provided that any event, occurrence, circumstance, change or effect referred to in the foregoing clauses ( iii ), ( iv ), ( v ) and ( viii ) may be taken into account in determining whether there is, or would be reasonably expected to be, a Material Adverse Effect to the extent such event, occurrence, circum stance, change or effect disproportionately affects the Acquired Corporations relative to other participant s in the industries in which the Acquired Corporati ons operate