definiens: means any change, event, development, effect oroccurrence that, when considered either individually or in the aggregate with all other changes, ( i ) has, orwould be expected to have, a material adverse effect on the business, assets, liabilities, financialcondition or results of operations of the Company, or ( ii ) prevents or materially delays, or is reasonablylikely to prevent or materially delay, the consummation of the Merger and the other Transactions or theability of the Company to perform its obligations under this Agreement ; provided, however, that none ofthe following shall be deemed either alone or in combination to constitute, and none of the following shallbe taken into account in determining whether there has been, a Company Material Adverse Effect : anychange, event, effect or occurrence to the extent resulting from or arising in connection with ( A ) generalconditions in the industries in which the Company operates, ( B ) general economic or regulatory, legislative or political conditions or securities, credit, financial or other capital markets conditions(including changes generally in prevailing interest rates, currency exchange rates, credit markets andprice levels or trading volumes ), in each case in the United States or elsewhere in the world, ( C ) anychange or prospective change in applicable Law or U.S. GAAP ( or interpretation or enforcement thereof),(D ) geopolitical conditions, the outbreak or escalation of hostilities, any acts of war, sabotage orterrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism, ( E ) anyhurricane, tornado, flood, volcano, earthquake or other natural or man - made disaster, ( F ) the failure, inand of itself, of the Company to meet any projections, forecasts, estimates or predictions before, on orafter the Agreement Date ( it being understood that the underlying facts giving rise or contributing to suchfailure or change may be taken into account in determining whether there has been a Company MaterialAdverse Effect if such facts are not otherwise excluded under this definition ), ( G ) the announcement orpendency of any of the Transactions, including any loss of or change in relationship with any employee, officer, customer, supplier, vendor or other business partner to the extent resulting from or arising inconnection with such announcement or pendency ( it being understood that this clause ( G ) shall 53 not apply with respect to a representation or warranty contained in this Agreement to the extent thepurpose of such representation or warranty is to address the consequences resulting from the executionand delivery of this Agreement or the consummation of the Transactions ), or ( H ) the identity of, or anyfacts or circumstances relating to, Parent, Merger Sub or their respective Affiliates, except in the caseof clause ( A ), ( B ), or ( C ), to the extent that the Company is disproportionately affected thereby ascompared with other participants in the industries in which the Company operates ( in which case theincremental disproportionate impact or impacts may be taken into account in determining whether therehas been a Company Material Adverse Effect )