definiens: means any change, event, development or effect that, individually or in the aggregate, ( i ) has had, or would reasonably belikely to have, a material adverse effect on the business or results of operations or condition ofUT and its subsidiaries, taken as a whole, or ( ii ) has, or would reasonably be likely to, materiallyimpair or delay UT ’s ability to consummate the Transactions ; provided, however, that any effectto the extent resulting or arising from any of the following shall not be considered whendetermining whether a UT Material Adverse Effect shall have occurred : ( a ) any change ordevelopment in general economic conditions or such change or development in conditions in theindustries or markets in which UT operates its business and operations, ( b ) any change infinancing, banking or securities markets generally, ( c ) any act of war, armed hostilities orterrorism, change in political environment or any worsening thereof or actions taken in responsethereto, ( d ) any adverse effect resulting directly or indirectly from any change in applicable Lawsor the interpretation thereof ; provided, in each case of ( a ), ( b ), ( c ) and ( d ), that such effects do not, individually or in the aggregate, have a materially disproportionate adverse impact on UT and itssubsidiaries, taken as a whole, relative to other business and operations in the industries ormarkets in which UT operates its business and operations or(e ) any adverse effect resultingdirectly or indirectly from the announcement, execution or delivery of this Agreement or thependency or consummation of the Transactions