definiens: means any change, occurre nce, effect, state of facts, circumstance, event, condition, violation, or development ( each, a ) that individually, or taken together with all other Changes that have occurred prior to the date of determinati on of the occurrence of the Material Adverse Effect, is or could reasonably be expected to ( a ) be materially adverse in connection with the Program, or ( b ) prevent or materially delay the performance by the Seller, Buyer or Compa ny, as applicable, of their material respective obl igations under this Agreement or the transactions contemplat ed hereby . Notwithstanding the above, any actions t aken by Seller in connection with the strategic process it conducts, or occurrence relating to such strategic process and any potential acquisition transaction, shall not be dee med to constitute, or contribute to the occurrence of a Material Adverse Effect if such actions or events do not dir ectly and adversely affect the transaction contempl ated under this Agreement or do not delay the Closing by more than sixty ( 60 ) days from the actual date set for t he Closing, in accordance with the terms and conditions hereund er