definiens: with respect to any entity means any change, event, violation, inaccuracy, circumstance or effect ( each, an ) that, individually or taken together with all other Effects, and regardless ofwhether or not such Effect constitutes a breach of the representations or warranties made by such entity in thisAgreement, is, or would reasonably likely to, ( i ) be or become materially adverse in relation to the near - term or longer - term condition ( financial or otherwise ), properties, assets ( including intangible assets ), liabilities, business, employees, operations or results of operations of such entity and its subsidiaries, taken as a whole, except to theextent that any such Effect directly results from ( A ) changes in general economic or political conditions, ( B ) changesgenerally affecting the industry in which such entity and its subsidiaries operate, ( C ) changes in Legal Requirementsor accounting requirements or principles ( including GAAP ), ( D ) any acts of terrorism, sabotage, armed hostilities, military action or war, and ( E ) the impact of the negotiation, announcement or performance of this Agreement and theShare Purchase or any action taken by the Company at the written request of Purchaser ; provided, however, that theexceptions in clauses ( A ) through ( D ) shall not apply if such changes or acts disproportionately affect such entity andits subsidiaries, taken as a whole, as compared to other participants in such entity ’s industry, or ( ii ) materially impedesuch entity ’s ability to consummate the transactions contemplated by this Agreement in accordance with its termsand applicable Legal Requirements