definiens: means any change, effect, event, occurrence, state of facts or development whichindividually or in the aggregate would reasonably be expected to result in any change or effect, that is materially adverse tothe business, financial condition or results of operations of the Business, taken as a whole ; provided, however, that none ofthe following shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken intoaccount in determining whether there has been or will be, a Material Adverse Effect : ( a ) any change, effect, event, occurrence, state of facts or development ( i ) in the financial or securities markets or the economy in general, ( ii ) in the industries in whichthe Business operates in general, to the extent that such change, effect, event, occurrence, state of facts or development doesnot disproportionately impact the Business, or ( iii ) resulting from any divestiture that may be required to be effected pursuantto the terms of this Agreement, or ( b ) any failure, in and of itself, by the Business to meet any internal or publishedprojections, forecasts or revenue or earnings predictions ( it being understood that the facts or occurrences giving rise orcontributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been orwould reasonably be expected to be, a Material Adverse Effect )