definiens: means any effect, change, condition, fact, development, occurrence orevent that, individually or in the aggregate with all other effects, changes, conditions, facts, developments, occurrences or events, has had or would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole, excluding anyeffect, change, condition, fact, development, occurrence or event resulting from or arising out of ( A ) changes in thefinancial, securities or credit markets or general economic, regulatory or political conditions in the United States orany foreign jurisdiction, except to the extent any such effect, change, condition, fact, development, occurrence orevent has a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to otherparticipants in the industries in which the Company operates, ( B ) changes or conditions generally affecting theindustries, markets or geographical areas in which the Company operates except to the extent any such effect, change, condition, fact, development, occurrence or event has a materially disproportionate effect on the Companyand its Subsidiaries, taken as a whole, relative to other participants in the industries in which the Company operates,(C ) geopolitical conditions, the outbreak or escalation of hostilities, civil disobedience, acts of war, sabotage orterrorism or any escalation or worsening of the foregoing or any natural disasters ( including hurricanes, tornadoes, floods or earthquakes ) except to the extent any such effect, change, condition, fact, development, occurrence orevent has a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to otherparticipants in the industries in which the Company operates, ( D ) any failure by the Company and its Subsidiaries tomeet any internal or 7published projections, forecasts or predictions in respect of financial or operating performance for any future period ( itbeing understood that this clause ( D ) shall not prevent a Party from asserting that any effect, change, condition, fact, development, occurrence or event that may have contributed to such failure and that is not otherwise excluded fromthe definition of Company Material Adverse Effect may be taken into account in determining whether there has been aCompany Material Adverse Effect ), ( E ) changes or proposed changes in Law or authoritative interpretation thereof, except to the extent any such effect, change, condition, fact, development, occurrence or event has a materiallydisproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to other participants in theindustries in which the Company operates, ( F ) changes in GAAP or authoritative interpretation thereof, ( G ) the takingof any specific action expressly required or expressly permitted by, or the failure to take any specific action expresslyprohibited by this Agreement ( provided that the exception in this clause ( G ) shall not apply to any representation orwarranty contained in Section 4.04 ), ( H ) any change in the market price or trading volume of the Company ’s securitiesor in its credit ratings ( it being understood that this clause ( H ) shall not prevent a Party from asserting that any effect, change, condition, fact, development, occurrence or event that may have contributed to such failure and that are nototherwise excluded from the definition of Company Material Adverse Effect may be taken into account in determiningwhether there has been a Company Material Adverse Effect ), ( I ) the execution, announcement or performance of thisAgreement or the transactions contemplated hereby, including the impact thereof on the relationships, contractual orotherwise, of the Company or any of its Subsidiaries with employees, labor unions, customers, suppliers or partners(provided that the exception in this clause ( I ) shall not apply to any representation or warranty contained inSection 4.04 ), ( J ) any public disclosure by Parent regarding its plans with respect to the conduct of the Company’sbusiness following Closing and any action or communication by Parent with respect to or to the Company’semployees, and ( K ) the matters listed on Section 1.01(a)(i ) of the Company Disclosure Letter ( the ) only to the extent set forth on Section 1.01(a)(i ) of the Company Disclosure Letter