definiens: means any change, event or occurrence ( each, an ) tha t, individually or when taken together with all other Effects that have occurred prior to the date of determination of the occurrence of the Material Adverse Event, has h ad a material adverse effect on the business, properties, management, financial positio n, stockholders ’ equity or results of operations of [COMPANY] and its subsidiaries taken as a whole or on the performance by [COMPANY] of its obligations under this Purchase Agreement or the Agreement, exc ept to the extent that any such Effect results from or arises out of : ( A ) changes i n conditions in the United States, German or global economy or capital or financial ma rkets generally, including changes in interest or exchange rates, ( B ) changes in gener al political, economic or business conditions in the United States and Germany thereof, ( C ) acts of war, sabotage or terro rism, or any escalation or worsening of any such ac ts of war, sabotage or terrorism, ( D ) earthquakes, hurricanes, floods or other natura l disasters, ( E ) changes or prospective changes in any applicable Laws or regulations or ap plicable accounting regulations or principles or interpretation thereof or ( F ) the exe cution, delivery and announcement of this Agreement and any actions contemplated hereby or thereby, provided, however, that the Effects excluded in clauses ( A ), ( B ), ( C ) and ( D ) shall only be excluded to the extent such Effects are not disproportionately adve rse on [COMPANY] and its subsidiaries as compared to other companies operati ng in [COMPANY] ’s industry