definiens: means, w ith respect to any entity any event, change, circumstance or effect that is or is reasonably likely to be materially adverse to ( i ) the business, fina ncial condition or results of operations of such entity and its Subsi diaries taken as a whole, other than any event, change, circumstance or effe ct relating ( x ) to the economy or financial markets in general or ( y ) in general to the industries in which such entity operates and not specifically relating to ( or having the effect of specifically relating to or having a materially disproportionate effect ( relative to most other in dustry participants ) on ) such entity or ( ii ) the ability of such entity to consummate the transactions contemplated by this Agreement . All r eferences to Material Adverse Effect on [COMPANY] or its Subsidiaries conta ined in this Agreement shall be deemed to refer solely to [COMPANY] and its Subsidiaries without including its ownership of Warner - Lambert and its Subsidiaries after the Merger