definiens: means any change, event or effect that is materiallyadverse to the business, assets ( including intangible assets ), condition(financial or otherwise ) or results of operations of Parent and itsSubsidiaries, taken as a whole, excluding any changes, events or effects thatresult from : ( i ) any change arising out of conditions affecting the economy orindustry of Parent in general which does not affect Parent in a materiallyadverse manner relative to other participants in the economy or such industry, respectively, ( ii ) any change that is due to actions required to be taken byParent pursuant to the terms of this Agreement, or ( iii ) the announcement ofthis Agreement and the pendency of the Merger and other transactionscontemplated hereby ( including, without limitation, changes attributable to theincurrence of transaction expenses in 36 < PAGE > connection with the Merger ) . In the event of any litigation regarding clauses(i ), ( ii ) or ( iii ) of the foregoing sentence, Parent shall be required tosustain the burden of demonstrating that any such change, event or effectresults from the circumstances referred to in any such applicable clause