definiens: shall mean any state offacts, change, development, event, effect, condition, occurrence, action or omission ( each, an ) that, individually or in the aggregate, would reasonably be expected to result in a material adverse effect on thebusiness, prospects, financial condition or results of operations of the Company, taken as a whole;provided, however, that none of the following shall be deemed, either alone or in combination, to constitute, and none of the effects of the following shall be taken into account in determining whether there has beenor will be, a Company Material Adverse Effect : any Events generally affecting ( I ) the industry in which theCompany primarily operate to the extent they do not materially disproportionately affect the Company inrelation to other companies in the industry in which the Company primarily operates or ( II ) the economy, orfinancial or capital markets, in the United States or elsewhere in the world to the extent they do notdisproportionately affect the Company in relation to other companies in the industry in which the Companyprimarily operates