definiens: shall mean any change in, oreffect on, the business, operations, assets or condition ( financial or otherwise ) of the Company or the Subsidiaries ( whether ornot known as of the date of this Agreement, covered by insurance or manifested in the historical financial statements of theCompany or the Subsidiaries ) that, when considered either individually or in the aggregate together with all other adversechanges or effects with respect to which such phrase is used in this Agreement, is materially adverse to the business, operations, assets or condition ( financial or otherwise ) of the Company and the Subsidiaries ( taken as a whole ) or materiallyimpairs the consummation of the transactions contemplated hereby or the Company ’s performance of its obligations underthis Agreement ; provided, however, that a Company Material Adverse Effect shall exclude, and none of the following shall betaken into account in determining whether there has been or will be a Company Material Adverse Effect : ( A ) any change oreffect relating to the U.S. or any foreign economy in general to the extent that such change or effect does not have a materiallydisproportionate effect on the Company and the Subsidiaries taken as a whole ; ( B ) any effect, change, event, occurrence orcircumstance to the extent arising out of or resulting from the announcement of this Agreement, the existence of thisAgreement or the fact that any of the transactions contemplated hereby may be consummated ( including any effect, change, event occurrence or circumstance resulting from or relating to any litigation, any loss of or delay in clients placing servicecontracts or any departure or loss of employees, in each case to the extent arising out of or resulting from the announcementof this Agreement, the existence of this Agreement or the fact that any of the transactions contemplated hereby may beconsummated ) ; ( C ) the failure of the Company to meet analysts ’ expectations or projections ( it being understood, 12however, that the underlying circumstances giving rise to such failure may be taken into account unless otherwise excludedpursuant to this paragraph ) ; and ( D ) any effect, change, event, occurrence or circumstance resulting from any action taken bythe Company in compliance with the terms of this Agreement