definiens: means, with respect to any Person, any other Person with respect to which thefirst Person ( x ) has the voting power or such other right to elect a majority of the board of directors or other persons performing similarfunctions or ( y ) beneficially owns more than fifty percent ( 50 % ) of the voting stock ( or of any other form of voting or controlling equity interestin the case of a Person that is not a corporation ) or economic interest, in each case, directly or indirectly through one or more other Persons,(ii ) the term means, when used with respect to any party, any Person who is an of that party within the meaning of Rule405 promulgated under the Securities Act, ( iii ) means, with respect to the Company and its Subsidiaries, any change, effect, event, occurrence, development, circumstance, condition or effect that, individually or in the aggregate, ( x ) has or wouldreasonably be expected to prevent or materially impair or delay the ability of the Company and its Subsidiaries, taken as a whole, toconsummate the transactions contemplated hereby, or ( y ) has had or would reasonably be expected to have a material adverse effect on thefinancial condition, properties, assets, business or results of operations of the Company and its Subsidiaries, taken as a whole ; excluding, however, for the purposes of clause ( y ) of this sentence, any such effect resulting from or arising in connection with : ( 1 ) changes in, orevents generally affecting, the financial, securities or capital markets, ( 2 ) general economic or political conditions in the United States or anyforeign jurisdiction in which the Company or any of its Subsidiaries operate, including any changes in currency exchange rates, interestrates, monetary policy or inflation, ( 3 ) changes in, or events generally affecting, the industries in which the Company or any of itsSubsidiaries operate, ( 4 ) any acts of war, sabotage, civil disobedience or terrorism or natural disasters ( including hurricanes, tornadoes, floods or earthquakes ), ( 5 ) any failure by the Company or any of its Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions in respect of financial performance for any period, ( 6 ) a decline in the price of the Shares, or a change in the tradingvolume of the Shares, on the NASDAQ Global Select Market ( ), provided that the exceptions in clauses ( 5 ) and ( 6 ) shall notprevent or otherwise affect a determination that any change, effect, circumstance or development underlying such failure or decline orchange ( if not otherwise falling within any of the exclusions pursuant to the other clauses of this definition ) has resulted in, or contributed to, a Company Material Adverse Effect, ( 7 ) changes in applicable Law, ( 8) changes in U.S. generally accepted accounting principles ( ) ( or authoritative interpretation thereof ), ( 9 ) the taking of any specific action expressly required by this Agreement or taken with Parent’swritten consent to the extent the effects thereof are reasonably explained in writing by the Company prior to the time of such consent or thefailure to take any specific action expressly prohibited by this Agreement and as for which Parent declined to consent, ( 10 ) theannouncement or pendency ( but, for the avoidance of doubt, not the consummation ) of this Agreement and the Merger, including the impactthereof on the relationships with customers, suppliers, distributors, partners, other third parties with whom the Company has a relationship oremployees and which resulted directly and solely from the announcement or pendency of this Agreement or ( 11 ) the departure or threateneddeparture of, or adverse change or threatened adverse change in, the relationship of the Company or any of its Subsidiaries with itsemployees, resulting directly and solely from the entry into or announcement of this Agreement ; provided, however that the changes, effects, circumstances or developments set 10forth in the foregoing clauses ( 1 ), ( 2 ), ( 3 ), ( 4 ), ( 7 ) and ( 8) shall be taken into account in determining whether a has occurred to the extent such changes, effects, circumstances or developments have a disproportionate adverse effect on theCompany and its Subsidiaries, taken as a whole, relative to other participants in the industries in which the Company and its Subsidiariesoperate, but, in such event, only the incremental disproportionate impact of such changes, effects, circumstances or developments shall betaken into account in determining whether a has occurred and ( iv ) the term means the actual knowledge of the individuals, in each case after reasonable inquiry of his or her direct reports, identified on Section 5.1(a)(iv ) of the Company Disclosure Letter