definiens: means any event, circumstance, development, condition, occurrence, state of facts, change or effect that, when considered individually or in the aggregate ( i ) is, or would reasonably be expected tobe, materially adverse to ( a ) the condition ( financial or otherwise ), business, assets, Liabilities, operations or results ofoperations of the Company and its Subsidiaries, taken as a whole, or ( ii ) materially impairs the ability of the Company toconsummate the transactions contemplated hereby, in either case, other than any event, circumstance, development, condition, occurrence, state of facts, change or effect arising out of : ( a ) general business or economic conditions affecting theindustry in which the Company and its Subsidiaries operate, ( b ) national or international political or social conditions, including the engagement by the United States in hostilities or the escalation thereof, whether or not pursuant to thedeclaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack upon theUnited States, or any of its territories, possessions or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, ( c ) financial, banking or securities markets ( including any disruption thereof andany decline in the price of any security or any market index ), ( d ) changes in GAAP, ( e ) changes in Legal Requirements, ( f ) thetaking of any action contemplated by this Agreement or the other agreements contemplated hereby or the announcement ofthis Agreement, the other agreements contemplated hereby or the transactions contemplated hereby or thereby, or ( g ) anyadverse change in or effect on the business of the Company and its Subsidiaries that is cured by or on behalf of the Company before the earlier of the Closing Date and the date on which thisAgreement is terminated pursuant to Article 7