definiens: shall mean a material adversechange in the business, capitalization, assets ( including intangible assets ), liabilities, financial condition or results ofoperations of Company, taken as a whole ; provided, however, that none of the following ( individually or in combination)shall be deemed to constitute, or shall be taken into account in determining whether there has been, a Company MaterialAdverse Change : ( a ) any adverse effect to the extent resulting from general business or economic conditions ; ( b ) any adverseeffect to the extent resulting from conditions generally affecting any industry or industry sector in which the Companyoperates or competes ; ( c ) any adverse effect to the extent resulting from the announcement, execution or delivery of thisAgreement or the pendency or consummation of the Merger ; ( d ) any adverse effect to the extent resulting from any change inaccounting requirements or principles or any change in applicable laws, rules or regulations or the interpretation thereof ; ( e)any adverse effect to the extent resulting from ( i ) any action taken by the Company at Parent ’s direction, ( ii ) any actionreferred to in Section 6.1 taken by the Company with Parent ’s written consent, ( iii ) the failure to take any action referred to inSection 6.1 that was not taken by the Company because Parent unreasonably withheld or delayed its consent, or ( iv ) thepayment of any amounts due to, or the provision of any other benefits to, any Persons or entities pursuant to the Company’sobligations under Contracts in existence as of the date of this Agreement and disclosed in the Disclosure Schedule ; ( f ) anyadverse effect resulting from the failure of the Company to meet projections delivered to Parent in writing prior to the date ofthis Agreement ; ( g ) any adverse effect resulting from any breach by Parent of any provision of this Agreement ; or ( h ) anyadverse effect resulting from Parent ’s or Parent ’s accountants, counsel or other representatives ’ access to employees, customers, suppliers or creditors pursuant to Section 7.4