definiens: when used with respect to any Party, means any corporation or otherorganization, whether incorporated or unincorporated, ( x ) of which such Party or any other Subsidiary of such Partyis a general partner ( excluding partnerships, the general partnership interests of which held by such Party or anySubsidiary of such Party do not have a majority of the voting interests in such partnership ), or ( y ) at least a majorityof the securities or other interests of which, that have by their terms ordinary voting power to elect a majority of theboard of directors or others performing similar functions with respect to such corporation or other organization, isdirectly or indirectly owned or controlled by such Party or by any one or more of its Subsidiaries, or by such Partyand one or more of its Subsidiaries ; ( b ) any reference to any event, change or effect being with respect to any entity means anevent, change or effect which is material in relation to the financial condition, properties, assets, liabilities, businessesor results of operations of such entity and its Subsidiaries taken as a whole ; and ( c ) the term means, with respect to any Person, any occurrence, condition, change, event or development, or series of any of the foregoing that, individually or in the aggregate, is or isreasonably likely to ( i ) be materially adverse to the business, properties, assets ( including intangible assets),capitalization, liabilities, financial condition or results of operations of such entity taken as a whole with itsSubsidiaries or ( ii ) materially impair, prevent or delay the ability of such Person to consummate the transactionscontemplated by this Agreement or to perform its obligations hereunder ; provided that, for purposes of paragraph ( b)above and clause ( i ) of this paragraph ( c ), the following will not be deemed or to have a : any change or event caused by or resulting from ( 1 ) changes in prevailing economic or financial marketconditions in the United States or any other jurisdiction in which such entity has substantial business operations(except to the extent that those changes have a materially disproportionate effect on such Person and its Subsidiariesrelative to the other Party and its Subsidiaries ), ( 2 ) changes, after the date hereof, in GAAP or requirementsapplicable to such Person and its Subsidiaries ( except to the extent those changes have a materially disproportionateeffect on such Person and its Subsidiaries relative to the other Party and its Subsidiaries ), ( 3 ) changes, after the datehereof, in laws, rules or regulations of general applicability or interpretations thereof by any Government Authority(except to the extent those changes have a materially 14 disproportionate effect on such Person and its Subsidiaries relative to the other Party and its Subsidiaries ), ( 4 ) theexecution, delivery and performance of this Agreement or the consummation of the transactions contemplated herebyor thereby or the announcement or pendency thereof, or ( 5 ) any outbreak of major hostilities in which the UnitedStates is involved or any act of terrorism within the United States or directed against its facilities or citizens whereverlocated ; and provided, further, that in no event will a change in the trading prices of a Party ’s capital stock, by itself, be considered material or constitute a Material Adverse Effect