definiens: shall mean any state of facts, change, development, event, effect, condition, occurrence, action or omission ( each, an ) that, individually or in the aggregate,(a ) has had or would reasonably be expected to result in a material adverse effect on the business, condition, results ofoperations or prospects of the Acquired Corporations, taken as a whole, or ( b ) would prevent, materially impede or materiallydelay the consummation by the Company of the transactions contemplated by this Agreement ; provided, however, that noneof the following shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken intoaccount in determining whether there has been or will be, a Company Material Adverse Effect : ( i ) any Events generallyaffecting ( A ) the industry in which the Acquired Corporations primarily operate to the extent they do not materiallydisproportionately affect the Acquired Corporations in relation to other companies in the industry in which the AcquiredCorporations primarily operate or ( B ) the economy, or financial or capital markets, in the United States or elsewhere in theworld to the extent they do not disproportionately affect the Acquired Corporations in relation to other companies in theindustry in which the Acquired Corporations primarily operate ; ( ii ) any Events arising from or otherwise relating to any act ofterrorism, war, national or international calamity or any other similar event to the extent they do not disproportionately affectthe Acquired Corporations ; ( iii ) any failure, in and of itself, by the Company to meet any internal or published projections orpredictions ( whether such projections or predictions were made by the Company or independent third parties ) for any periodending on or after the date of this Agreement ( it being understood that the facts or occurrences giving rise to or contributingto such failure may be deemed to constitute, or be taken into account in determining whether there has been or will be, aCompany Material Adverse Effect ) ; ( iv ) any Events resulting from or arising out of any change in GAAP or changes inapplicable Law ; ( v ) any Events ( including any material loss of, or any material disruption in, supplier, licensor, licensee, partner or similar relationships ) directly attributable to the announcement or pendency of the transactions contemplated bythis Agreement ; and ( vi ) any Events arising from or otherwise relating to any action taken by the Company with Parent’sconsent or that is required by this Agreement