definiens: shall mean a material adverse effect on the assets, properties, business, results of operations or financialcondition of the Company and the Company Subsidiaries, taken as a whole ; provided, that in no event shall effects primarilyresulting from any of the following be taken into account in determining whether there is, has been or is reasonably likely tobe a : ( i ) the economy or securities markets of the United States or any other regionoutside of the United States in general, ( ii ) changes in general legal, regulatory, political, economic or business conditionsaffecting industries in which the Company or any Company Subsidiary conduct business, generally, in each case, without adisproportionate impact on the Company and such Company Subsidiary, ( iii ) the announcement, pendency, consummation ofor compliance with the transactions contemplated hereby or the terms and conditions of the Offer, the Merger or thisAgreement, ( iv ) any change in the stock price or trading volume of the Company Common Stock in and of itself, providedthat such exclusion shall not apply to any underlying fact, event or circumstance that may have caused or contributed to suchchange in stock price or trading volume, ( v ) any failure by the Company to meet published revenue or earnings projections, inand of itself, provided that such exclusion shall not apply to any underlying fact, event or circumstance that may have causedor contributed to such change in published revenue or earnings projections, ( vi ) any act of terrorism or war not specificallydirected at the Company or any Company Subsidiary and without a disproportionate impact on the Company and theCompany Subsidiaries, ( vii ) any change to generally accepted accounting principles or regulations or the officialinterpretations thereof that generally affect industries in which the Company and the Company Subsidiaries conduct business,(viii ) any change in Laws not specifically directed at the Company or any Company Subsidiary, ( ix ) the termination byemployees of their employment with the Company or any Company Subsidiary, or ( x ) the identity of Parent, Sub or any oftheir affiliates, in each case, as the acquirer ( whether directly or indirectly ) of the Company.(b ) The Company has previously provided to Parent true and complete copies of the charter and By - Laws or other organizational documents of the Company and each Company Subsidiary as presently in effect, and none of theCompany or any Company Subsidiary is in default in the performance, observation or fulfillment of such documents, except, in the case of Company Subsidiaries, such defaults that, in the aggregate, would not reasonably be expected to have aCompany Material Adverse Effect