definiens: mean the collective reference to Dr. Ralf Brandt, Glenn J. Smits, Sabine Brandt, Chris Holding, and Melanie Keller . shall mean in respect of a Person, any circumstances, developments or matters whose effect on the business, properties, assets, results, operations, condition ( financial and other ) of such Person and its consolidated Subsidiaries, either alone orin-7 - the aggregate, is or would reasonably expected to be materially adverse ; provided, however, thatthe following shall not constitute a Material Adverse Effect : ( i ) conditions affecting the marketsand / or industries in which the Person participates or affecting the economy as a whole of theUnited States or any foreign countries where such Person has operations or affecting thefinancial and/or securities markets in the United States or any foreign countries where suchPerson has operations ( other than those that disproportionately affect the Person relative tosimilarly - situated industry participants ), or ( ii ) any action required to be taken by this Agreement