definiens: means any material adverse change, effect, event, circumstance or development that is materially adverse to or has amaterial adverse effect on the business, assets, liabilities, capitalization, financial condition, or results of operations of Merger Partner andits Subsidiaries, taken as a whole ; provided, however, that none of the following, to the extent arising after the date of this Agreement, eitheralone or in combination, shall be deemed to be a Merger Partner Material Adverse Effect and none of the following shall be taken intoaccount in determining whether there has been or will be a Merger Partner Material Adverse Effect : any change or event caused by orresulting from ( A ) the transactions contemplated by this Agreement, including the Merger, or the announcement or pendency thereof,(B ) changes in prevailing economic or market conditions in the United States or any other jurisdiction in which such entity has substantialbusiness operations ( except to the extent those changes have a disproportionate effect on Merger Partner and its Subsidiaries relative to theother participants in the industry or industries in which Merger Partner and its Subsidiaries operate ), ( C ) changes or events affecting theindustry or industries in which Merger Partner and its Subsidiaries operate generally or compete ( except to the extent those changes orevents have a disproportionate effect on Merger Partner and its Subsidiaries relative to the other participants in the industry or industries inwhich Merger Partner and its Subsidiaries operate ), ( D ) changes in generally accepted accounting principles or requirements ( except to theextent those changes have a disproportionate effect on Merger Partner and its Subsidiaries relative to the other participants in the industry orindustries in which Merger Partner and its Subsidiaries operate ), ( E ) changes in laws, rules or regulations of general applicability orinterpretations thereof by any Governmental Entity ( except to the extent those changes have a disproportionate effect on Merger Partner andits Subsidiaries relative to the other participants in the industry or industries in which Merger Partner and its Subsidiaries operate ), ( F ) anynatural disaster or any outbreak of major hostilities in which the United States is involved or any act of terrorism within the United States ordirected against its facilities or citizens wherever located or any governmental response to any of the foregoing ( except to the extent thosechanges or events have a disproportionate effect on Merger Partner and its Subsidiaries relative to the other participants in the industry orindustries in which Merger Partner and its Subsidiaries operate ), or ( G ) any failure by Merger Partner to meet any internal guidance, budgets, plans, projections or forecasts of its revenues, earnings or other financial performance or results of operations ( but not, in the case of ClauseG, the underlying cause of such changes or failures, unless such changes or failures would otherwise be excepted from this definition ) . Forthe avoidance of doubt, the parties agree that the terms and as used in this Agreement with an initiallower case shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Merger PartnerMaterial Adverse Effect or Public Company Material Adverse Effect, in each case as defined in this Agreement . Merger Partner has madeavailable to Public Company complete and accurate copies of its certificate of incorporation and bylaws and is not in material default underor in material violation of any provision of either such document