definiens: shall mean a material adverse effect on ( a ) the business, assets, condition ( financial or otherwise ), results of operations or prospects of theCompany and its subsidiaries, taken as a whole, ( b ) the ability of theCompany or the Selling Stockholders to perform their obligations underthis Agreement or ( c ) the ability of the Company or the SellingStockholders to, or the timing when the Company or the SellingStockholders may, consummate the Transactions ; provided that theforegoing shall not include any change, event, circumstance, condition oreffect ( individually or in the aggregate with respect to the Company and itssubsidiaries ) primarily resulting from : ( i ) a general deterioration in theeconomy or in the economic conditions prevalent in the industry in whichthe Company and its subsidiaries operate, as long as the Company is notdisproportionately impacted ; ( ii ) any change in applicable law, or theinterpretation thereof, as long as the Company is not disproportionatelyimpacted ; ( iii ) any force majeure event, disruptions of suppliers, acts ofterrorism, wars, acts of God and the like, or ( iv ) any developments, transactions, events or occurrences involving the Purchaser