definiens: means any material adverse effect upon the business, assets, condition ( financialor otherwise ), operations or operating results of the Company and its Subsidiaries taken as a whole ; provided, however, thatno Company Material Adverse Effect shall be attributable to ( i ) any failure by the Company and its Subsidiaries to meetinternal projections or forecasts or revenue or earnings predictions for any period ( provided that any material adverse effectthat may have caused or contributed to such failure to meet such projections, forecasts or predictions shall not be excluded);(ii ) any conditions affecting the industry in which the Company and its Subsidiaries participate as a whole, the United Stateseconomy as a whole or the capital markets in general or the markets in which the Company and its Subsidiaries operate ; ( iii)any change in accounting requirements or principles or any change in applicable Laws, rules or regulations or theimplementation or interpretation thereof ; ( iv ) the execution and delivery of this Agreement ; or ( v ) any action taken by theCompany at Parent ’s or Merger Sub ’s request or required to be taken by the Company pursuant to this Agreement or anyTransaction Documents or ( vi ) any matters disclosed in the Company Disclosure Schedule but only to the extent theapplicability of such disclosure to this definition would be reasonably apparent to a reasonable Person under thecircumstances, provided that with respect to clauses ( ii ) and ( iii ), such conditions or change do not disproportionately affect inany material respect the Company and its Subsidiaries, taken as a whole, as compared to the majority of persons engaged inthe same businesses as the Company