definiens: means any material adverse effect on the business of the Company;provided, however, that none of the following shall be deemed, either alone or in combination, to constitute, and thereshall not be taken into account in determining whether there has been a Company Material Adverse Effect anyadverse effect arising from or attributable or relating to : ( i ) conditions affecting the industries in which the Companyoperates or participates or the U.S. economy generally ( in each case, to the extent that such changes do notdisproportionately adversely affect the Company ) ; ( ii ) the legal, accounting, investment banking or other fees orexpenses incurred ( A ) in connection with the transactions contemplated by this Agreement, and ( B ) in connection withthe process of the sale of the Company ; ( iii ) the execution, delivery or announcement of this Agreement or theannouncement, pendency or anticipated consummation of the Merger ; ( iv ) any natural disaster or any acts ofterrorism, sabotage, military action or war or any escalation or worsening thereof ; ( v ) the taking of any action or failureto act contemplated by this Agreement or with the written consent of Parent ; ( vi ) changes in GAAP or applicable laws;or ( vii ) any failure, in and of itself, by the Company to meet any internal or published projections, forecasts or revenueor earnings predictions ( it being understood that, unless the subject of a separate exclusion in this definition, the factsand circumstances giving rise to such failure may be taken into account to determine whether a Company MaterialAdverse Effect has occurred )