definiens: means any Event that, individually or takentogether with one or more other Events ( a ) is, or would reasonably be expected to be, materiallyadverse to the business, condition ( financial or otherwise ), assets, liabilities or results ofoperations of the Company ; provided that any effect resulting from any of the following shall notbe considered when determining whether a Company Material Adverse Effect shall haveoccurred : ( i ) the announcement or pendency of the transactions contemplated by this Agreement(provided that such announcement shall not be in breach of this Agreement ), including the loss ofcustomers or suppliers of the Company to the extent such loss is directly attributable to theidentity of Buyer, ( ii ) Events in the credit, financial or capital markets of, or the economy in theUnited States or in the global economy, ( iii ) conditions generally affecting the industry or states orlocalities in which the Company operates, ( iv ) acts of terrorism, sabotage, armed hostilities or war(whether or not declared ), or any escalation of the foregoing, ( v ) changes in applicable Law orchanges in applicable accounting regulations or principles or interpretations thereof, ( vi ) thefailure of the Company or the Business to meet any internal or external projection, estimate, budget, prediction, plan, milestone or forecast ( it being understood that the underlying Eventsgiving rise or contributing to such failure may be taken into account in determining whether therehas been, or would reasonably be expected to be, a Company Material Adverse Effect if suchEvents are not otherwise excluded under this definition ), or ( vii ) the taking of any action ( A ) bySeller or the Company required by this Agreement, or ( B ) by Seller or the Company between thedate hereof and the Closing Date with the prior written consent of Buyer that would otherwisehave been prohibited by Section 7.1, except, with respect to clauses ( ii ), ( iii ), ( iv ) and ( v ), to theextent ( and only to the extent ) that the Company is not disproportionately affected by such Eventsin comparison to others in the industry or geographic markets in which it operates, or ( b ) preventsor materially delays or materially impairs, or could reasonably be expected to prevent, materiallydelay or materially impair, the ability of any of Seller or the Company to perform their respectiveobligations under this Agreement or consummate the transactions contemplated hereby