definiens: or shall mean any event, effect, change, development, occurrence, condition, effect or state of facts that is or would reasonable be expected to be, individually or in theaggregate, materially adverse to the business, assets, liabilities, financial condition or results of operations of theCompany and its Subsidiaries, taken as a whole ; provided, however, that the foregoing shall not include any event, effect, change or development resulting from or relating to : ( a ) any effect that is caused by or that arises out ofconditions affecting the economy or securities markets generally ; ( b ) any effect that is caused by or arises out ofchanges affecting the industry in which the Company and its Subsidiaries operate generally, including generalcompetitive forces ; ( c ) any effect that is caused by or arises out of changes in applicable Law, accounting principles, or regulations or policies of general applicability ; ( d ) any effect that is caused by or has arisen out of any publicannouncement of the transactions contemplated hereby ; ( e ) any effect that is caused by or arises out of the identityof, or facts relating to, Buyer ; ( f ) any changes in general economic, regulatory, or political conditions ; or ( g ) any actionexpressly required to be taken by Seller or Buyer or the failure to take any action that Buyer or Seller are expresslyprohibited from taking, in each case pursuant to the terms of this Agreement ; provided, that the events, effects, changes or developments in the case of ( a ), ( b ) and ( f ), shall be taken into account in determining whether a MaterialAdverse Effect has occurred to the extent, and only to the extent, the event, effect, change or development has adisproportionately adverse effect on the Company and its Subsidiaries, taken as a whole, compared to the effect oncomparable businesses or other participants in the industries in which the Company and its Subsidiaries operate