definiens: means any Eﬀect that, considered together with all other Eﬀects that have occurred prior to the date ofdetermination of the occurrence of a Parent Material Adverse Eﬀect, has or would reasonably be expected to have a material adverse eﬀect on thebusiness, condition ( ﬁnancial or otherwise ), assets, liabilities or results of operations of Parent or its Subsidiaries, taken as a whole, regardless of whetheror not such change constitutes a breach of the representations and warranties made by the Parent or Merger Sub in this Agreement ; provided, however, that Eﬀects arising or resulting from the following shall not be taken into account in determining whether there has been a Parent Material Adverse Eﬀect:(a ) changes or conditions generally aﬀecting the industries or markets in which Parent and its Subsidiaries operate, and changes in the industries inwhich Parent operates regardless of geographic region ( including legal and regulatory changes ), ( b ) acts of war, armed hostilities or terrorism, ( c ) changesin ﬁnancial, banking or securities markets, ( d ) any change in, or any compliance with or action taken for the purpose of complying with, any Law or GAAP(or interpretations of any Law or GAAP ), ( e ) resulting from the announcement of this Agreement or the pendency of the Contemplated Transactions,(f ) resulting from the taking of any action required to be taken by this Agreement, or ( g ) pandemics ( including the coronavirus ( COVID-19 ) pandemic)including any worsening thereof, man - made disasters, natural disasters, acts of God or other force majeure event, or ( h ) changes in U.S. or non-U.S.general economic or political conditions, or in the ﬁnancial, credit or securities markets in general, including any shutdown of any Governmental Authority;except in each case with respect to clauses ( a ) through ( c ) and ( h ), to the extent disproportionately affecting Parent and its Subsidiaries, taken as a whole, relative to other similarly situated companies in the industries in which Parent and its Subsidiaries operate