definiens: means any Change that has a material adverse effect on the business, financialcondition or results of operations of the Company ; provided, however, that Material Adverse Effect shall exclude anyadverse Changes to the extent that such Change arises after the date of this Agreement and relates to or result from(a ) the announcement of the transactions contemplated by this Agreement ( including any action or inaction by theCompany ’s employees, customers and vendors ), ( b ) any change in accounting requirements applicable to theCompany required by GAAP, ( c ) any Change in general economic conditions or other conditions generally affectingthe industry in which the Company competes, ( d ) national or international political or social conditions, including theengagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency orwar, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States,(e ) changes to financial, banking, or securities markets ( including any disruption thereof and any decline in the price ofany security or any market index ), ( f ) changes in GAAP after the date hereof, or ( g ) conditions caused by any naturalor man - made disaster or acts of God, which, in the cases of the foregoing clauses ( b ) through ( g ), does not have amaterially disproportionate impact on the Company compared to similarly situated companies in the Company’sindustry