definiens: means any change, event, eﬀect, claim, circumstance or matter ( each, an ) that(considered together with all other Eﬀects ) is or would or would reasonably be expected to become, materially adverse to : ( a ) thebusiness, condition ( ﬁnancial or otherwise ) or operations of the Company taken as a whole ; ( b ) Purchaser ’s right to own themembership interests of the Surviving Company following the Mergers ; or ( c ) the ability of the Company to perform any of its materialcovenants or obligations under this Agreement or under any other Contract or instrument executed, delivered or entered into inconnection with any of the transactions contemplated by this Agreement ; provided, however, that Eﬀects directly resulting from anyevent, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to : ( i ) any changes ( after the datehereof ) in GAAP or Legal Requirements to the extent that such changes do not disproportionately aﬀect the Company as comparedto similarly situated companies in the industries in which the Company operates ; ( ii ) any change in general economic, political ormarket conditions, including, without limitation, securities market conditions, in the industries or markets in which the Companyoperates or aﬀecting United States or foreign economies in general to the extent that such change does not disproportionately aﬀectthe Company as compared to similarly situated companies in the industries in which the Company operates ; ( iii ) acts of war ( whetheror not declared ), armed hostilities, or terrorism, or the escalation or worsening thereof to the extent that such conditions do notdisproportionately aﬀect the Company as compared to similarly situated companies in the industries in which the Company operates;and ( iv ) any eﬀect of the announcement of this Agreement or the Transactional Agreements, or the transactions contemplatedhereby or thereby, shall not be deemed to have or constitute a Material Adverse Eﬀect provided that such adverse changes orconditions do not disproportionately affect the Company