definiens: means ( i ) a material adverse effect on the result s of operations, assets, business or financial condition of the Company and the Subsidiaries taken as a whole on a consolidated basis or ( ii ) a material and adverse effect on the legality, validity or enforceability of this Agreement, prov ided, that none of the following alone shall be deemed, in and of i tself, to constitute a Material Adverse Effect : ( x ) a change in the market price or trading volume of the Common Shares, ( y ) changes in general economic conditions or cha nges affecting the industry in which the Company operate s generally ( as opposed to Company - specific changes ) so long as such changes do not have a disproportionate effe ct on the Company and the Subsidiaries taken as a w hole or ( z ) effects resulting from or relating to the announcem ent or disclosure of the sale of the Shares or othe r transactions contemplated by, or being taken in connection with, this Agreement