definiens: means any event, development, state offacts, occurrence or change that is or would reasonably be expected to be, individually or in the aggregate, materially adverse to the business, assets, condition ( financial or otherwise ) or results of operations of the Company andthe Company Subsidiaries, taken as a whole ; provided that none of the followingshall in and of itself constitute, and no event, circumstance, development, occurrence, change or effect to the extent resulting from any of the followingshall constitute, a Company Material Adverse Effect : ( i ) changes in the nationalor world financial markets as a whole, ( ii ) changes in general economicconditions taken as a whole that affect the industries in which the Company andthe Company Subsidiaries conduct their business so long as such changes do notdisproportionately impact the Company relative to other companies in suchindustries, ( iii ) general changes in the principal industries in which theCompany and the Company Subsidiaries operate so long as such changes do notdisproportionately impact the Company relative to other companies in suchindustries, ( iv ) acts of terrorism or war, including the engagement by theUnited States of America or any other country in hostilities, and whether or notpursuant to the declaration of a national emergency or war, ( v ) the announcementof this Agreement and the transactions contemplated hereby, ( vi ) any actionstaken, or failure to take action, in each case, to which Parent has expresslyconsented or requested in writing, ( vii ) changes in GAAP ( or the interpretationthereof ), ( viii ) changes in the Company 's stock price or the trading volume ofthe Company 's stock, in and of itself, or ( ix ) any failure by the Company tomeet any published analyst estimates or expectations of the Company 's revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by the Company to meet its internal budgets, plans or forecasts of its revenues, earnings or other financial performance orresults of operations, in and of itself