definiens: shall mean any effect, change, event, circumstance ordevelopment ( each such item, an ) that, considered together with all other Effects that had occurred prior to the dateof determination of the occurrence of the DPI Material Adverse Effect, is or would reasonably be expected to be or to becomematerially adverse to, or has or would reasonably be expected to have or result in a material adverse effect on : ( a ) the business, financial condition, capitalization, assets ( including Intellectual Property ), operations or financial performance or prospects ofDPI and its Subsidiaries taken as a whole ; or ( b ) the ability of DPI to consummate the Merger or any of the otherContemplated Transactions or to perform any of its covenants or obligations under the Agreement ; provided, however, thatnone of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the followingshall be taken into account in determining whether there has been or will be a DPI Material Adverse Effect : ( i ) any change inthe business, financial condition, capitalization, assets, operations or financial performance or prospects of DPI and the DPISubsidiaries taken as a whole caused by, related to or resulting from, directly or indirectly, the Contemplated Transactions orthe announcement thereof or any transactions undertaken, continued or consummated in connection with the mattersdescribed on Part 4.2 of the DPI Disclosure Schedule, ( ii ) any failure by DPI to meet internal projections or forecasts for anyperiod, ( iii ) any adverse change, effect or occurrence attributable to the United States economy as a whole or the industries inwhich DPI competes, ( iv ) any act or threat of terrorism or war anywhere in the world, any armed hostilities or terroristactivities anywhere in the world, any threat or escalation of armed hostilities or terrorist activities anywhere in the world orany governmental or other response or reaction to any of the foregoing, ( v ) any change in accounting requirements orprinciples or any change in applicable laws, rules or regulations or the interpretation thereof, ( vi ) any Effect resulting from theannouncement or pendency of the Merger, and ( vii ) any change in the stock price or trading volume of DPI independent ofany other event that would be deemed to have a DPI Material Adverse Effect