definiens: when used in connection with an entity, means any change, event, effect or circumstance, as the case may be, that, individually or together with any otherchange, event, effect or circumstance, is or could reasonably be expected to be materially adverse to ( y ) thebusiness, operations, properties, condition ( financial or otherwise ), results of operations, assets or liabilities of theentity and its subsidiaries, taken as a whole, or ( z ) the entity ’s ability to consummate each of the transactionscontemplated hereby ; provided that in no event shall any of the following be taken into account in determining whetherthere has been or will be, a Material Adverse Effect on any entity : ( A ) any change, event, effect or circumstanceresulting from the announcement of this Agreement, ( B ) any change in such entity ’s stock price or trading volume,(C ) any change, event, effect or circumstance that results from changes affecting the industry in which such entityoperates generally or the United States economy generally or ( D ) any change, event, effect or circumstance thatresults from changes affecting general worldwide economic or capital market conditions