definiens: means any effect, change, condition, fact, development, occurrence orevent that, individually or in the aggregate with all other effects, changes, conditions, facts, developments, occurrences or events, has had or would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole, excluding anyeffect, change, condition, fact, development, occurrence or event resulting from or arising out of ( A ) changes in thefinancial, securities or credit markets or general economic, regulatory or political conditions in the United States orany foreign jurisdiction, except to the extent any such effect, change, condition, fact, development, occurrence orevent has a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to otherparticipants in the industries in which the Company operates, ( B ) changes or conditions generally affecting theindustries, markets or geographical areas in which the Company operates except to the extent any such effect, change, condition, fact, development, occurrence or event has a materially disproportionate effect on the Companyand its Subsidiaries, taken as a whole, relative to other participants in the industries in which the Company operates,(C ) geopolitical conditions, the outbreak or escalation of hostilities, civil disobedience, acts of war, sabotage orterrorism or any escalation or worsening of the foregoing or any natural disasters ( including hurricanes, tornadoes, floods or earthquakes ) except to the extent any such effect, change, condition, fact, development, occurrence orevent has a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to otherparticipants in the industries in which the Company operates, ( D ) any failure by the Company and its Subsidiaries tomeet any internal or published projections, forecasts or predictions in respect of financial or operating performance forany future period ( it being understood that this clause ( D ) shall not prevent a Party from asserting that any effect, change, condition, fact, development, occurrence or event that may have contributed to such failure and that are nototherwise excluded from the definition of Company Material Adverse Effect may be taken into account in determiningwhether there has been a Company Material Adverse Effect ), ( E ) changes or proposed changes in Law or authoritativeinterpretation thereof, except to the extent any such effect, change, condition, fact, development, occurrence or eventhas a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to otherparticipants in the industries in which the Company operates, ( F ) changes in GAAP or authoritative interpretationthereof, ( G ) the taking of any specific action expressly required or expressly permitted by, or the failure to take anyspecific action expressly prohibited by this Agreement, ( H ) any change in the market price or 7trading volume of the Company ’s securities or in its credit ratings ( it being understood that this clause ( H ) shall notprevent a Party from asserting that any effect, change, condition, fact, development, occurrence or event that mayhave contributed to such failure and that are not otherwise excluded from the definition of Company Material AdverseEffect may be taken into account in determining whether there has been a Company Material Adverse Effect, ( I ) theexecution, announcement or performance of this Agreement or the transactions contemplated hereby, including theimpact thereof on the relationships, contractual or otherwise, of the Company or any of its Subsidiaries withemployees, labor unions, customers, suppliers or partners ( provided that the exception in this clause ( I ) shall notapply to any representation or warranty contained in Section 4.04 ), and ( J ) any public disclosure by Parent regardingits plans with respect to the conduct of the Company ’s business following Closing and any action or communicationby Parent with respect to or to the Company ’s employees