definiens: shall mean any change, event or effect that has had, or is reasonably likely to have, a material adverse effect on the business, assets ( whether tangible or intangible ), Liabilities, financial condition, results ofoperations, prospects or capitalization of the Company, provided, however, that in no event shall any of the following, alone orin combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there hasbeen, a : ( i ) any adverse event, circumstance, change or effect to the extent attributable tochanges or conditions generally affecting the industries and segments in which the Company operates, the U.S. economy as awhole or foreign economies in any location where the Company has operations or sales, other than such changes or conditionsthat have a materially disproportionate adverse effect on the Company relative to other companies in the same or similarindustry ; ( ii ) changes in general economic, market or political conditions, other than such changes that have a materiallydisproportionate adverse effect on the Company relative to other companies in the same or similar industry ; ( iii ) any adverseevent, circumstance, change or effect resulting from or relating to compliance with the terms and conditions of, or the taking ofany action required by, this Agreement, including the public announcement of the execution of this Agreement ; and ( iv ) changesin GAAP or changes in the laws or regulations ( or the interpretation thereof ) affecting GAAP as it pertains to the Company