definiens: means a material adverse effect on the financial condition, business orresults of operations of the Company and the Company Subsidiaries, taken as a whole ; provided, however, that none of thefollowing shall be taken into account in determining whether a Material Adverse Effect has occurred : ( A ) changes in theeconomy or financial markets ( including credit markets ) in general, ( B ) changes in the economic, business, financial orregulatory environment generally affecting any of the industries in which the Company and its Subsidiaries operate, ( C ) changesin Law or applicable accounting regulations or principles or interpretations thereof, or ( D ) changes that arise out of theannouncement of this Agreement or out of actions required by this Agreement ; provided, however, that with respect toclauses ( A ), ( B ) and ( C ), solely to the extent that the impact of such change or effect is not disproportionately adverse in anymaterial respects to the Company and the Company Subsidiaries taken as a whole compared to other companies in the sameindustry