definiens: shall mean any event, change, circumstance, effect, development or state of facts(whether specific to the applicable party or generally applicable to multiple parties ), violation, inaccuracy or othermatter that has, or would, individually or in the aggregate with other events, reasonably be expected to have or give riseto, a material adverse effect on or material adverse change to ( a ) the condition ( financial or otherwise ), business, results ofoperations, assets, Liabilities, capitalization or financial performance of the party making the representations andwarranties, or ( b ) the ability of such party to consummate the transactions contemplated by this Agreement or to performany of its obligations under this Agreement ; provided, however, that any adverse effects attributable to any of thefollowing as they relate to the Company shall not be deemed to constitute, and the following shall not be taken intoaccount in determining whether there has been or will be, a Material Adverse Effect on the Company : ( i ) conditionsaffecting the industries in which the Company participates or the U.S. economy as a whole or affecting the financial orsecurities markets in the United States or any foreign markets where the Company has operations ( other than those thatdisproportionately affect the Company relative to similarly situated industry participants ), ( ii ) the public announcementor pendency of this Agreement or any of the transactions contemplated herein, or ( iii ) changes in Applicable Law orGAAP ( or any interpretation thereof ) ( other than those that disproportionately affect the Company relative to similarlysituated industry participants )