definiens: means, when used in connection with the Company or Parent, any change, effect or circumstance that : ( i ) is or would reasonably be expected to be materially adverse to the business, financial condition or results of operations of such party, taken as a whole, other than such changes, effectsor circumstances reasonably attributable to : ( A ) economic conditions generally in the United States orforeign economies in any locations where such party has material operations or sales ; ( B ) conditionsgenerally affecting the industries in which such party participates ; ( C ) the announcement or pendency of theMerger and the transactions contemplated by this Agreement ; ( D ) legislative or regulatory changes in theindustries in which such party participates following the announcement of the transactions contemplated bythis Agreement ; ( E ) any attack on or by, outbreak or escalation of hostilities or acts of terrorism involving, the United States, any declaration of war by Congress or any other national or international calamity oremergency and ( F ) compliance with the terms of, or the taking of any action required by, or the failure totake any action prohibited by, this Agreement ; provided, with respect to clauses ( A ), ( B ) and ( D ) thechanges, effects or circumstances do not have a materially disproportionate effect ( relative to other industryparticipants ) on such party ; or ( ii ) prevents the Company or Parent, as applicable, from consummating theMerger and the other transactions contemplated by this Agreement