definiens: means any Effect that, consideredtogether with all other Effects that have occurred prior to the date of determination ofthe occurrence of a Company Material Adverse Effect, has or would reasonably beexpected to have a material adverse effect on the business, condition ( financial or-65 - otherwise ), assets, liabilities or results of operations of the Company ; provided, however, that Effects arising or resulting from the following shall not be taken intoaccount in determining whether there has been a Company Material Adverse Effect:(a ) general business or economic conditions affecting the industry in which theCompany operates, ( b ) acts of war, armed hostilities or terrorism, ( c ) changes infinancial, banking or securities markets or ( d ) the taking of any action required to betaken by this Agreement ; except in each case with respect to clauses ( a ) through ( c),to the extent disproportionately affecting the Company, relative to other similarlysituated companies in the industries in which the Company operates