definiens: means any change, effect, event, occurrence, state of facts ordevelopment that is materially adverse to the business, condition ( financial or otherwise ) or results of operations ofthe Company and its Subsidiaries taken as a whole ; provided, however, that none of the following shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determiningwhether there has been, will be, would or could be, or could or would reasonably be expected to have or result in, aMaterial Adverse Effect : ( a ) any failure by the Company or any of its Subsidiaries to meet any internal or publishedprojections, forecasts, or revenue or earnings predictions ; ( b ) any adverse change, effect, event, occurrence, state offacts or development to the extent attributable to the announcement, pendency or consummation of the transactionscontemplated by this Agreement or any of the Ancillary Agreements ( including any disruption in supplier, distributor, partner or similar relationships or any loss of employees ) ; ( c ) any adverse change, effect, event, occurrence, state offacts or development attributable to conditions affecting ( i ) the industries in which any the Company or any of itsSubsidiaries participates ( including fluctuating conditions A-13 resulting from cyclicality, seasonality or weather patterns affecting the Company or any of its Subsidiaries, includingtheir respective customers and suppliers ) or ( ii ) national, regional, local, international or global economies ; ( d ) anyadverse change, effect, event, occurrence, state of facts or development resulting from or relating to compliance withthe terms of, or the taking of any action required or permitted by, this Agreement or any of the Ancillary Agreements;(e ) any adverse change, effect, event, occurrence, state of facts or development arising from or relating to anychange in accounting requirements or principles or any change in any Laws ; ( f ) any adverse change, effect, event, occurrence, state of facts or development arising in connection with natural disasters or acts of nature, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions existing or underway as of the date hereof ; ( g ) the effect of anyaction taken by Buyer, Merger Sub or any of their respective Affiliates in breach of this Agreement that couldreasonably be expected to result in a change, effect, event, occurrence, state of facts or development that ismaterially adverse to the business, condition ( financial or otherwise ) or results of operations of the Company or itsSubsidiaries ; or ( h ) any change in political regimes, conditions or climate whether in the United States or any othercountry or jurisdiction ; provided, that the exceptions in clauses ( c ), ( e ), ( f ) or ( h ) above shall apply only to the extentsuch change, effect, event, occurrence, state of facts or development referred to in such exception does not have amaterially disproportionate impact on the Company and its Subsidiaries, taken as a whole, relative to other Personsoperating in the industries in which the Company and its Subsidiaries operate