definiens: shall mean any Effect that, considered together with all other Effects that had occurred prior to the date of determination of the occurrence of the Company Material Adverse Effect, is or could reasonably be expected to be materially adverse to, or has or could reasonably be expected to have or result in a material adverse effect on : ( a ) the business, financial condition, assets or results of operations of the Company ; or ( b ) the ability of the Company to consummate th e Merger or any of the other Contemplated Transactions or to perform any of its covenants or obligations under the Agreement in all material respects ; provided, however, that none of the following shall be deemed either alone or in combination with any of the following to constitute a Company Material Adverse Effect : ( i ) any adverse effect that results from general economic, business, financial or market conditions ; ( ii ) any adverse effect that results from conditions in any of the industries or industry se ctors in which the Company ; ( iii ) any adverse effect resulting from any epidemic, pandemic or disease outbreak ( including COVID -19 ), act of terrorism, war, national or international calamity or any other similar event ; ( iv ) any adverse effect resulting fro m any change in any applicable Legal Requirement of any Governmental Body ; ( v ) any changes ( after the date hereof ) in GAAP ; ( vi ) any adverse effect resulting from any action taken by the Company with CGI ’s prior written consent or the taking of any action expressly required by this Agreement ; and ( vii ) any Effect resulting from the announcement or pendency of the Merger ; provided that, in the case of the foregoing clauses ( i ), ( ii ), ( iii ) and ( iv ), such adverse effect does not affect the Company in a dispro portionate manner as compared to the Company ’s industry peers and, in the case of clause ( iv ), as compared to CGI