definiens: means any change, circumstance, development, state of facts, event or effect ( i ) that has had or would reasonably be expectedto have a material adverse change or effect ( taken alone or in the aggregatewith any other adverse change or effect ) in or with respect to the business, assets, condition ( financial or otherwise ), or results of operations of the CDBusiness other than ( a ) changes, circumstances, developments, state of facts, events or effects that affect the U.S. or global economy or capital or financialmarkets generally, including changes in interest or exchange rates, ( b ) changesin general legal, tax, regulatory, political or economic conditions that, ineach case, generally affect the industries in which the CD Business operates,(c ) acts of war or terrorism or natural disasters, provided that in the case ofclauses ( b ) and ( c ) above, the CD Business is not disproportionately affected bysuch changes, circumstances, developments, state of facts, events or effects ascompared to the industries in which it operates, taken as a whole ; or ( ii ) thatcould reasonably be expected to have a material adverse effect on IMS 's abilityto perform its obligations under this Agreement and the other TransactionAgreements