definiens: means any event, circumstance, change or effect that, individually or when considered with anyother events, circumstances, changes and effects, is or10 could reasonably be expected to ( a ) be materially adverse to the business, assets, liabilities, condition ( financial or otherwise)or results of operations of the Acquired Companies taken as a whole ( b ) be adverse to Parent ’s right to own, or to receivedividends or other distributions with respect to, the Surviving Corporation ’s capital stock or ( c ) prevent or materially delaythe consummation of the Transactions ; provided, however, that the term shall not include anyevent, circumstance, change or effect arising from ( i ) general economic and market conditions in or affecting the Company’sindustry, ( ii ) general economic or market conditions in or affecting the United States economy or the credit or financialmarkets, ( iii ) acts of terrorism or war ( whether or not declared ), that in the case of clauses ( i ), ( ii ) and ( iii ) above, do notdisproportionately affect the Acquired Companies relative to other industry participants