definiens: means any Effect that, considered together with all otherEffects that have occurred prior to the date of determination of the occurrence of a Company Material Adverse Effect, has or would reasonably be expected to have a material adverse effect on the business, condition ( financial orotherwise ), assets, liabilities or results of operations of the Company or its Subsidiary, taken as a whole ; provided, however, that Effects arising or resulting from the following shall not be taken into account in determining whetherthere has been a Company Material Adverse Effect : ( a ) general business or economic conditions affecting theindustry in which the Company and its Subsidiary operate, ( 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 purposeof complying with, any Law or GAAP ( or interpretations of any Law or GAAP ) or ( e ) the taking of any action required tobe taken by this Agreement ; except in each case with respect to clauses ( a ) through ( d ), to the extentdisproportionately affecting the Company and its Subsidiary, taken as a whole, relative to other similarly situatedcompanies in the industries in which the Company and its Subsidiary operate