definiens: means any change, event, circumstance, occurrence, condition, stateof facts or effect ( each, an ) that, individually or in the aggregate with all other Effects, ( i ) had, or wouldreasonably be expected to have, a material adverse effect on the business, assets, facilities, financial condition orresults of operations of the Company and its Subsidiaries, taken as a whole, or ( ii ) would reasonably be expected toprevent or materially delay, interfere with or impair the Company from consummating the Merger, excluding in thecase of clause ( i ) above, any such material adverse effect resulting from or arising out of : ( A ) the announcement orpendency of the Merger or the other transactions contemplated by this Agreement ( including any loss of or adversechange in the relationship of the Company and its Subsidiaries with their respective employees, investors, contractors, lenders, customers, partners, suppliers, vendors or other Third Parties to the extent related thereto)(provided, that the exceptions in this clause ( A ) shall not be deemed to apply to references to as used in any representation or warranty contained in this Agreement to the extent that suchrepresentation or warranty expressly addresses the consequences resulting from announcement or pendency of theMerger or the transactions contemplated by this Agreement ) ; ( B ) the identity of Parent or any of its Affiliates as theacquirer of the Company, or any facts or circumstances concerning Parent or any of its Affiliates ; ( C ) generalbusiness, economic or political conditions, or changes in the capital, banking, debt, financial or currency markets ; ( D)general conditions in an industry in which the Company and its Subsidiaries operate or in any specific jurisdiction orgeographical area in the United States or elsewhere in the world, or changes therein ; ( E ) any changes or proposedchanges in GAAP ( or the enforcement or interpretation thereof ) ; ( F ) any changes or proposed changes in ApplicableLaw ( or the enforcement or interpretation thereof ), including the adoption, implementation, repeal, modification, reinterpretation or proposal of any law, regulation or policy ( or interpretations thereof ) by any Governmental Authority, or any panel or advisory body empowered or appointed thereby ; ( G ) the taking of any action, or refraining from takingany action, in each case at the written direction of Parent or Merger Sub or as required by the express terms of thisAgreement, the failure to take any action resulting from Parent ’s failure to grant any consent requested by theCompany to take any action restricted or prohibited by this Agreement, or the taking of any action, or failure to takeany action, by Parent or Merger Sub ; ( H ) any Stockholder Litigation ; ( I ) any outbreak or escalation of acts of terrorism, hostilities, sabotage or war, or any weather - related event, fire or natural or man - made disaster or act of God, or anyescalation of any of the foregoing ; ( J ) the availability or cost of equity, debt or other financing to Parent, Merger Subor the Surviving Corporation ; or ( K ) any failure by the Company to meet, or changes to, internal or analysts’estimates, projections, expectations, budgets or forecasts of operating statistics, revenue, earnings or any otherfinancial or performance measures ( whether made by the Company or any Third Parties ), or any change in the price ortrading volume of shares of the Company Common Stock ( it being understood that the underlying causes of suchfailures or changes in this clause ( K ) may be taken into account in determining whether a Company Material AdverseEffect has occurred, unless such underlying cause would otherwise be excepted by this definition ) ; provided that inthe case of clauses ( C ), ( D ), ( E ), ( F ) and ( I ), such effect may be taken into account in determining whether or notthere has been a Company Material Adverse Effect to the extent such effect has a disproportionate adverse effect onthe Company and its Subsidiaries, taken as a whole, as compared to other participants in the industry in which theCompany and its Subsidiaries operate, in which case only the incremental disproportionate impact or impacts may betaken into account in determining whether or not there has been a Company Material Adverse Effect