definiens: means any change, circumstance, condition, development, effect, event, occurrence, result or state offacts that, individually or when taken together with any other 3 Exhibit 2.1such change, circumstance, condition, development, effect, event, occurrence, result or state of facts, has or would reasonably be expected to have amaterial adverse effect on ( a ) the business, financial condition, assets, liabilities or results of operations of the Company and its Subsidiaries ( taken asa whole ), except that none of the following shall be taken into account in determining whether there has been a Company Material Adverse Effect : ( i)changes in general economic or political conditions or the securities market in general ( whether as a result of acts of terrorism, war ( whether or notdeclared ), armed conflicts or otherwise ) to the extent they do not disproportionately affect the Company and its Subsidiaries ( taken as a whole ) inrelation to similarly situated companies in the same industry ; ( ii ) changes in or affecting the industries in which the Company or its Subsidiariesoperate to the extent they do not disproportionately affect the Company and its Subsidiaries ( taken as a whole ) in relation to similarly situatedcompanies in the same industry ; ( iii ) changes, effects or circumstances resulting from the announcement of this Agreement ; ( iv ) any change in GAAP, applicable accounting principles or applicable Law or the interpretation thereof after the date hereof to the extent they do not disproportionately affectthe Company and its Subsidiaries ( taken as a whole ) in relation to similarly situated companies in the same industry ; ( v ) the commencement orcontinuation of war, terrorism or hostilities, or natural disasters or political events to the extent they do not disproportionately affect the Company andits Subsidiaries ( taken as a whole ) in relation to similarly situated companies in the same industry ; ( vi ) any failure of the Company or any of itsSubsidiaries to meet internal or published projections, forecasts, revenue or earnings predictions ( it being understood, however, that any Effectcausing or contributing to any such failure to meet projections, forecasts, revenue or earnings predictions may constitute a Company Material AdverseEffect and may be taken into account in determining whether a Company Material Adverse Effect has occurred ), or ( vii ) any shareholder litigation orother claims arising from allegations of breach of fiduciary duty relating to this Agreement or ( b ) the ability of the Company to consummate theContemplated Transactions or to perform any of its covenants or obligations under this Agreement in all material respects