definiens: means any Effect that, considered together with all other Effects, has, or isreasonably expected to have, a material adverse effect on : ( a ) the business, financial condition, operations or resultsof operations of the Acquiring Companies taken as a whole ; provided, however, that in no event shall any of thefollowing, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account indetermining whether there has occurred, a Company Material Adverse Effect : Effects resulting from ( i ) conditionsgenerally affecting the industries in which the Acquiring Companies participate or the United States or global economyor capital markets as a whole, to the extent that such conditions do not have a disproportionate impact on theAcquiring Companies, taken as a whole, relative to other companies in the industry in which the Acquiring Companiesoperate ; ( ii ) changes in the trading price or trading volume of Company Common Stock ( it being understood, however, that any Effect causing or contributing to such changes in the trading price or trading volume of Company CommonStock may constitute a Company Material Adverse Effect and may be taken into account in determining whether aCompany Material Adverse Effect has occurred ) ; ( iii ) the execution, delivery, announcement or performance of theobligations under this Agreement or the announcement, pendency or anticipated consummation of the Acquisition ; ( iv)any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof;(v ) any changes ( after the date of this Agreement ) in GAAP or applicable Legal Requirements to the extent that suchconditions do not have a disproportionate impact on the Acquiring Companies, taken as a whole, relative to othercompanies in the industry in which the Acquiring Companies operate ; ( vi ) general conditions in financial markets, andany changes therein ( including any changes arising out of acts of terrorism, war, weather conditions or other forcemajeure event ), to the extent that such conditions do not have a disproportionate impact on the Acquiring Companies, taken as a whole, relative to other companies in the industry in which the Acquiring Companies operate ; or ( vii ) anystockholder or derivative litigation arising from or relating to this Agreement or the transactions contemplated hereby;or ( b ) the ability of Company to consummate the Acquisition or to perform any of its covenants or obligations underthe Agreement