definiens: shall mean any Effect that, considered together with all other Effects that had occurred prior to the date of determination of the occurrence of the MergerPartner Material Adverse Effect, is or would reasonably be expected to be or to become materially adverse to, or has or wouldreasonably be expected to have or result in a material adverse effect on : ( a ) the business, financial condition, capitalization, assets ( including Intellectual Property ), operations or financial performance or prospects of Merger Partner ; or ( b ) the abilityof Merger Partner to consummate the Merger or any of the other Contemplated Transactions or to perform any of itscovenants or obligations under the Agreement ; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whetherthere has been or will be a Merger Partner Material Adverse Effect : ( i ) any change in the business, financial condition, capitalization, assets, operations or financial performance or prospects of Merger Partner caused by, related to or resultingfrom, directly or indirectly, the Contemplated Transactions or the announcement thereof, ( ii ) any failure by Merger Partner tomeet internal projections or forecasts for any period, ( iii ) any adverse change, effect or occurrence attributable to the UnitedStates economy as a whole or the industries in which Merger Partner competes, ( iv ) any act or threat of terrorism or waranywhere in the world, any armed hostilities or terrorist activities anywhere in the world, any threat or escalation or armedhostilities or terrorist activities anywhere in the world or any governmental or other response or reaction to any of theforegoing, ( v ) any change in accounting requirements or principles or any change in applicable laws, rules or regulations orthe interpretation thereof, or ( vi ) any Effect resulting from the announcement or pendency of the Merger