definiens: means any occurrence, circumstance, condition, change, development or effect that, individually or inthe aggregate, has or would reasonably be expected to have a material adverse effect on the Business, financial condition or results ofoperations of the Company ; provided, however, that none of the following shall be deemed to constitute a Material Adverse Effect : anyoccurrence, circumstance, condition, change, development or effect that : ( i ) impacts generally the industry in which the Company operates, but only to the extent that such occurrence, circumstance, condition, change, development or effect does not have a disproportionate effect onthe Company as compared to other industry participants ; ( ii ) arises from or relates to general business or economic conditions, but only to theextent that such occurrence, circumstance, condition, change, development or effect does not have a disproportionate effect on the Companyas compared to other industry participants ; ( iii ) arises from any failure, in and of itself, by the Company to meet any internal or publishedprojections, forecasts or revenue or earnings predictions for any period ( provided that any occurrence, circumstance, condition, change, development or effect that caused such failure to meet projects, forecasts or revenue or earnings predictions shall not be excluded under thisclause ( iii ) ), ( iv ) arises from or relates to national or international political or social conditions, including the engagement by the U.S. inhostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack uponthe U.S., or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of theU.S., but only to the extent that such occurrence, circumstance, condition, change, development or effect does not have a disproportionateeffect on the Company as compared to other industry participants ; ( v ) arises from or relates to financial, banking, or securities markets(including any disruption thereof and any decline in the price of any security or any market index ), but only to the extent that such occurrence, circumstance, condition, change, development or effect does not have a disproportionate effect on the Company as compared to otherindustry participants ; ( vi ) arises from or relates to changes in GAAP, but only to the extent that such occurrence, circumstance, condition, change or effect does not have a disproportionate effect on the Company as compared to other industry participants ; ( vii ) arises from orrelates to changes in applicable Laws, but only to the extent that such occurrence, circumstance, condition, change, development or effectdoes not have a disproportionate effect on the Company as compared to other industry participants ; ( viii ) arises in connection withearthquake, flood, hurricanes, tornadoes, or other natural disasters, including pandemics ( including COVID-19 ), but only to the extent thatsuch occurrence, circumstance, condition, change, development or effect does not have a disproportionate effect on the Company ascompared to other industry participants ; or ( ix ) arises from or relates to the announcement of the transactions contemplated hereby withBuyer