definiens: or shallmean, ( i ) with respect to the Company, any change, effect, event or occurrencethat has, or is reasonably likely to have, individually or in the aggregate withother changes, effects, events or occurrences, a material adverse impact on thebusiness, financial position, assets, results of operations or prospects of theCompany, and ( ii ) with respect to [COMPANY], any change, effect, event oroccurrence that has, or is reasonably likely to have, individually or in theaggregate with other changes, effects, events or occurrences, a material adverseimpact on the business, financial position, assets, results of operations orprospects of [COMPANY] and its Subsidiaries, taken together as a whole ; provided, however, that a Material Adverse Effect or Material Adverse Change with respectto either the Company or [COMPANY] shall not include any change or effectresulting from significant downward movement in the U.S. or Canadian financialmarkets