definiens: means any change, effect, event, occurrence, state of facts, circumstance or development that, individually or in the aggregate with all other changes, effects, events, occurrences, state of facts, circumstances or developments, ( i ) results in any change or effect that is materiallyadverse to the business, properties, assets, liabilities ( contingent or otherwise ), financial condition or results ofoperations of the Company and the Company Subsidiaries, taken as a whole or ( ii ) prevents or materially impedes, hinders or delays the consummation by the Company of the Transactions ; provided, however, that none of thefollowing shall constitute or be taken into account in determining the existence of a Company Material Adverse Effect:(A ) any change relating to the United States or global economy or securities markets in the United States in general,(B ) any change to conditions affecting the industry or industries in which the Company and the Company Subsidiariesparticipate in general, ( C ) any failure, in and of itself, by the Company to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or after the date hereof ( provided, that theunderlying causes of such failure may be considered in determining whether a Company Material Adverse Effect hasoccurred ), ( D ) the effect of any change after the date hereof in any applicable Law or GAAP or the interpretation orenforcement thereof, ( E ) any natural disasters or changes in global or national economic or political conditions or actsof war ( whether or not declared ), armed hostilities, sabotage, military actions or the escalation thereof ( whetherunderway on the date hereof or hereafter commenced ), and terrorism, ( F ) a change, in and of itself, in the market priceor trading volume of the Company Common Stock ( provided, that the underlying causes of such decline or changemay be considered in determining whether a Company Material Adverse Effect has occurred except to the extentsuch decline or change is the result of any delisting of the Company Common Stock by NASDAQ ), ( G ) theannouncement of this Agreement or the pendency of the Transactions, ( H ) any effects directly resulting from orarising out of any actions taken by the Company or any of the Company Subsidiaries as expressly required by thisAgreement or at the direction of Parent or Merger Sub or ( I ) to the extent it does not prevent or materially impede, hinder or delay the consummation of the Transactions, any delisting of the Company Common Stock by NASDAQ inand of itself ( provided that the underlying causes of such delisting may be considered in determining whether aCompany Material Adverse Effect has occurred ) ; except, in the cases of clauses ( A ), ( B ), ( D ) and ( E ), if such change, effect, event, occurrence, state of facts, circumstance or development disproportionately affects the Company andthe Company Subsidiaries, taken as a whole, as compared to other participants in the industry or industries in whichthe Company and the Company Subsidiaries participate