definiens: shall mean any effect, change, event, circumstance or development ( each such item, an ) that, considered together with all other Effects that had occurred prior to the date of determination of the occurrenceof the Material Adverse Effect, is or would reasonably be expected to be or to become materially adverse to, or has or wouldreasonably 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 of Seller and its Subsidiaries taken asa whole ; or ( b ) the ability of Seller to consummate the transactions contemplated by this Agreement or to perform any of itscovenants or obligations under this Agreement ; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whetherthere has been or will be a Material Adverse Effect : ( i ) any change in the business, financial condition, capitalization, assets, operations or financial performance or prospects of Seller and the Subsidiaries taken as a whole caused by, related to orresulting from, directly or indirectly, the transactions contemplated by this Agreement or the announcement thereof, ( ii ) anyfailure by Seller to meet internal projections or forecasts for any period, ( iii ) any adverse change, effect or occurrenceattributable to the global economy as a whole or the industries in which Seller competes, ( iv ) any act or threat of terrorism orwar anywhere in the world, any armed hostilities or terrorist activities anywhere in the world, any threat or escalation of armedhostilities or terrorist activities anywhere in the world or any governmental or other response or reaction to any of theforegoing, ( v ) any change in accounting requirements or principles or any change in applicable laws, rules or regulations orthe interpretation thereof, ( vi ) any Effect resulting from the announcement or pendency of the transactions contemplated bythis Agreement, and ( vii ) any change in the stock price or trading volume of Seller independent of any other event that wouldbe deemed to have a Material Adverse Effect