definiens: means any event, change, development, effect, con dition, occurrence or state of facts that is materially adverse to the operations, financial condition or value of, or ob ligations in respect of, TNK or Sorrento, as applicable, or that prevents or materially delays the ability of TNK o r Sorrento, as applicable, to timely perform its obligations un der this Agreement or any Transaction Document or t o consummate the Contemplated Transactions ; provided, that none of the following, either alone or in combination, shall be considered in determining whe ther there has been a or a breach of a representation, warranty, covenant or a greement that is qualified by the term : ( a ) events, circumstances, changes ( includ ing legal and regulatory changes ) or effects that g enerally affect the industries or segments thereof in which TNK or Sorrento, as applicable, operates, ( b ) gener al business, economic or political conditions ( or changes therei n ) or events, circumstances, changes or effects aff ecting the securities markets generally, ( c ) changes arising f rom the consummation of the Contemplated Transactio ns, or the announcement of the execution of, or any action taken pursuant to or in furtherance of, this Agree ment or at the request of or by [COMPANY] or any of its Affil iates or Representatives, or ( d ) any event, circums tance, change or effect caused by acts of terrorism or war ( wheth er or not declared ) occurring after the Agreement D ate, and provided, further, that, any event, circumstance, c hange or condition in each case of clause ( a ) and ( b ), will be considered in determining whether there has been a to the extent it mate rially and adversely disproportionately affects TNK or Sor rento, as applicable, taken as a whole, relative to other businesses operating in the industries or segments thereof in which TNK or Sorrento, as applicable, op erates