definiens: means a material adverse effect on the business, results of operations, properties orassets of the Company and the Company Subsidiaries, taken as a whole ; provided, however, that shall not include the impact on such business, results of operations, properties or assets arising out of or attributable to(i ) general economic conditions affecting the United States that do not disproportionately affect the Company and theCompany Subsidiaries ( taken as a whole ) relative to other businesses in the industries in which the Company and theCompany Subsidiaries operate ( including any effects or conditions resulting from an outbreak or escalation of hostilities, actsof terrorism, political instability or other national or international calamity, crisis or emergency, or any governmental or otherresponse to any of the foregoing, in each case whether or not involving the United States ), ( ii ) effects arising from changes inlaws or GAAP, ( iii ) effects relating to the announcement of the execution of this Agreement or the transactions contemplatedhereby, ( iv ) failure of the Company and the Company Subsidiaries to meet any financial projections or forecasts, and(v ) effects resulting from compliance with the terms and conditions of this Agreement by the Company . For the avoidance ofdoubt, a Company Material Adverse Effect shall not be measured against financial projections or forecasts of the Company orthe Company Subsidiaries