definiens: with respect to any Person means any effect that either alone or in combination withany other effect is materially adverse in relation to the financial condition, properties, assets, liabilities, business, operations, or results of operations of such Person and its Subsidiaries, taken as a whole or the ability of such Personto perform its obligations hereunder or to consummate the Transactions, except that none of the following will bedeemed to constitute, and none of the following will be taken into account in determining whether there has been, aMaterial Adverse Effect : any adverse change, event, development, or effect to the extent arising from : ( 1 ) changes innational or international economic, political or social conditions occurring after the date of this Agreement ; ( 2 ) changesin GAAP ; ( 3 ) changes in Law, rules, regulations, Orders, or other binding directives issued by any GovernmentalAuthority ; ( 4 ) conditions generally affecting the industries in which the Company operates ; ( 5 ) acts of war ( whether ornot declared ), armed hostilities or terrorism, or the escalation or worsening thereof ; ( 6 ) any action required or permittedby this Agreement ; ( 7 ) the announcement, pendency or completion of the Transactions, including, with respect toPurchaser any change in the market price of Purchaser Common Stock ( provided that the adverse change, event, ordevelopment giving rise to any change in the market price of Purchaser Common Stock shall not be disregarded forpurposes of determining whether a Material Adverse Effect has occurred ) ; ( 8) any natural or man - made disaster oracts of God ; or ( 9 ) any failure by the Company to meet any internal or published projections, forecasts or revenue orearnings predictions ( provided that the underlying causes of such failures ( subject to the other provisions of thisdefinition ) shall not be excluded ) ; provided, in the case of clauses ( 1 ), ( 2 ), ( 3 ), ( 4 ) and ( 5 ) such effect may be takeninto account in determining whether or not there has been a Material Adverse Effect to the extent such effect has hador would reasonably be expected to have a disproportionate adverse effect on the Company and its Subsidiaries, taken as a whole, as compared to other participants in the industries in which the Company and its Subsidiariesoperate, in which case only the incremental disproportionate impact or impacts may be taken into account indetermining whether or not there has been a Material Adverse Effect