definiens: shall mean any change, effect, event or development ( each a, and collectively, ) that, individually or taken together with all other Changes, has had a material adverseeffect on the business, financial condition or results of operations of the Company and its Subsidiaries, taken as awhole ; provided, however, that no Change ( by itself or when aggregated or taken together with any and all otherChanges ) directly or indirectly resulting from, relating to or arising out of any of the following shall be deemed to be orconstitute a and no Change ( by itself or when aggregated or taken together withany and all other such Changes ) resulting from, arising out of or attributable to any of the following shall be taken intoaccount when determining whether a has occurred or may, would or could occur : ( i ) general economic conditions ( or changes in such conditions ) in the United States or any othercountry or region in the world, or conditions in the global economy generally ; ( ii ) conditions ( or changes in such conditions ) in the securities markets, capital markets, credit markets, currency markets or other financial markets in the United States or any other country or region in the world, including ( A ) changes in interest rates in the United States or any other country or region in the world andchanges in exchange rates for the currencies of any countries and ( B ) any suspension of trading in securities(whether equity, debt, derivative or hybrid securities ) generally on any securities exchange or over - the - countermarket operating in the United States or any other country or region in the world ; ( iii ) conditions ( or changes in such conditions ) generally affecting the industries or markets in which theCompany and its Subsidiaries conduct business ; ( iv ) political conditions ( or changes in such conditions ) in the United States or any other country or regionin the world or acts of war, sabotage or terrorism ( including any escalation or general worsening of any suchacts of war, sabotage or terrorism ) in the United States or any other country or region in the world ; ( v ) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other naturaldisasters, weather conditions and other force majeure events in the United States or any other country orregion in the world ; ( vi ) changes in Law or other legal or regulatory conditions ( or the interpretation thereof ) or changes inGAAP ( or the authoritative interpretation thereof ) ; ( vii ) the announcement of this Agreement or the pendency or consummation of the transactionscontemplated hereby, including ( A ) the identity of Parent, ( B ) the loss or departure of officers or otheremployees of the Company or any of its Subsidiaries resulting from, arising out of, or attributable to thetransactions contemplated by this Agreement, ( C ) the termination or potential termination of ( or the failure orpotential failure to renew or enter into ) any Contracts with customers, suppliers, distributors or other businesspartners, whether as a result of the loss or departure of officers or employees of the Company or otherwise, resulting from, arising out of, or attributable to the transactions contemplated by this Agreement ( but not, forthe avoidance of doubt, the failure of any third party to grant a Consent contemplated by this Agreement ), and(D ) any other negative development ( or potential negative development ) in the Company 's relationships withany of its customers, suppliers, distributors or other business partners, whether3as a result of the loss or departure of officers or employees of the Company or otherwise, directly resultingfrom, arising out of, or attributable to the transactions contemplated by this Agreement ; ( viii ) any actions taken or failure to take action, in each case, by Parent or any of its controlled Affiliates, or to which Parent has approved, consented to or requested ; or compliance with the terms of, or the taking ofany action required by, this Agreement ; or the failure to take any action prohibited by this Agreement ; and ( ix ) changes in the Company 's stock price or the trading volume of the Company 's stock, in and of itself, or any failure by the Company to meet any public estimates or expectations of the Company 's revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure bythe Company to meet any internal budgets, plans or forecasts of its revenues, earnings or other financialperformance or results of operations, in and of itself ( but not, in each case, the underlying cause of suchchanges or failures, unless such changes or failures would otherwise be excepted from this definition ) ; and ( x ) any legal proceedings made or brought by any of the current or former stockholders of the Company(on their own behalf or on behalf of the Company ) against the Company arising out of this Agreement, theOffer, the Merger or in connection with any other transactions contemplated by this Agreement