definiens: shall mean any change, fact, circumstance, condition, event or effect thatis, or would reasonably be expected to be, materially adverse to the business, operations, assets ( whether tangible orintangible ), condition ( financial or otherwise ), or capitalization of the Company taken as a whole with its Subsidiaries;provided, however, in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any ofthe following be taken into account in determining whether there has been or will be, a Company Material Adverse Effect:(i ) any change or effect resulting from changes affecting any of the industries in which the Company or its Subsidiariesoperates generally, or the United States or worldwide economy generally, financial markets or political conditions ( but onlyto the extent such changes and effects do not have an adverse effect on the Company and its Subsidiaries, taken as a whole, that is disproportionate as compared to other businesses in similar industries or markets ) ; ( ii ) any change or effect resultingfrom changes in GAAP or the interpretation thereof ; ( iii ) changes in Law applicable to the Company or any of its Subsidiaries;or ( iv ) any loss of customers or employees directly resulting from the public announcement of this Agreement or the Merger