definiens: shall mean a fact, event orcircumstance which has had, or is reasonably likely to have, together with allsimilar or related facts, events and circumstances, a material adverse effect onthe condition ( financial or otherwise ), business, properties, assets or resultsof operations of Parent and its Subsidiaries taken as a whole or on the abilityof Parent or Merger Sub to perform its obligations hereunder or which wouldprevent or materially impede, interfere with, hinder or delay the consummationof the transactions contemplated hereby ; provided, however, that any such effectresulting from or arising out of ( i ) any change in Law or GAAP, ( ii ) generaleconomic or financial market conditions, ( iii ) general changes or developmentsin the industries in which Parent and its Subsidiaries operate that do not havea materially disproportionate effect ( relative to other industry participants)on Parent and its Subsidiaries taken as a whole or ( iv ) the execution anddelivery of this Agreement or the consummation of the transactions contemplatedhereby shall not be considered in determining if a Parent Material AdverseEffect has occurred