definiens: means any change, event, development, condition, occurrence, state of facts oreffect that ( i ) is, or would reasonably be expected to be, materially adverse to the business, condition ( financial or otherwise),assets, liabilities or results of operations of the Company, CPS and the Company Subsidiaries, taken as a whole or ( ii ) thatprevents or materially delays, or would reasonably be expected to prevent or materially delay, consummation of the Offer orthe Merger or performance by the Company of any of its material obligations under this Agreement ; provided, however, thatnone of the following shall be deemed, either alone or in combination, to constitute, and that none of the following shall betaken into account in determining whether there has been or will be, a Company Material Adverse Effect : ( a ) any changegenerally affecting the economy, financial markets or political, economic or regulatory conditions in the United States or anyother geographic region in which the Company, CPS and the Company Subsidiaries conduct business, to the extent theCompany, CPS and the Company Subsidiaries are not materially and disproportionately affected thereby ; ( b ) changes in theindustries in which the Company, CPS and the Company 44Subsidiaries operate, to the extent such changes do not materially adversely affect the Company, CPS and the CompanySubsidiaries in a disproportionate manner relative to other participants in such industries ; ( c ) any change attributable to thenegotiation, execution, announcement, pendency or pursuit of the transactions contemplated hereby, including ( i ) anylitigation resulting therefrom and ( ii ) any disruption in supplier, distributor, customer, partner or similar relationships ; ( d ) anychange arising from or relating to the Company ’s compliance with the terms of this Agreement ( other than the Company’scompliance with Section 5.1 ), or action taken, or failure to act, to which Parent has consented in writing ; ( e ) acts of war(whether or not declared ), the commencement, continuation or escalation of a war, acts of armed hostility, sabotage orterrorism or other international or national calamity or any material worsening of such conditions threatened or existing as ofthe date of this Agreement, to the extent the Company, CPS and the Company Subsidiaries are not materially anddisproportionately affected thereby ; ( f ) changes in Laws after the date hereof ; ( g ) changes in GAAP after the date hereof;(h ) any failure by the Company to meet any published or internally prepared estimates of revenues, earnings or othereconomic performance for any period ending on or after the date of this Agreement ( it being understood that the facts andcircumstances giving rise to such failure may be deemed to constitute, and may be taken into account in determining whetherthere has been, a Company Material Adverse Effect if such facts and circumstances are not otherwise described in clauses ( a)-(i ) of this definition ) ; or ( i ) a decline in the price of the Company Common Stock on the NASDAQ or any other market inwhich such securities are quoted for purchase and sale ( it being understood that the facts and circumstances giving rise to suchdecline may be deemed to constitute, and may be taken into account in determining whether there has been, a CompanyMaterial Adverse Effect if such facts and circumstances are not otherwise described in clauses ( a)-(i ) of this definition )