definiens: shall mean, withrespect to the Company, any change, circumstance, event, condition, state of facts or effect shall haveoccurred or been threatened that, when taken together with all other adverse changes, circumstances, events, conditions, states of fact or effects that have occurred or been threatened, has, is or is reasonably likely to(A ) be materially adverse to the business, operations, assets, liabilities, condition ( financial or otherwise),results of operations or prospects of the Company and the Company Subsidiaries, taken as a whole, it beingunderstood that for purposes of analyzing whether any change, circumstance, event, condition, state of factsor effect constitutes a under this definition, the parties agree that theanalysis of materiality shall not be limited to either a long - term or short - term perspective, or ( B ) prevent ormaterially delay the performance by the Company of its obligations under this Agreement or theconsummation of the Merger or the other transactions contemplated by this Agreement, other than anychange or effect resulting from ( i ) changes in general economic conditions or the financial markets, ( ii ) theannouncement or performance of this Agreement and the transactions contemplated hereby, ( iii ) generalchanges or developments in the industries in which the Company and the Company Subsidiaries operate,(iv ) changes in any tax laws or regulations or applicable accounting regulations or principles, ( v ) changes ingeneral legal, regulatory, political, economic or business conditions that generally affect industries in whichthe- 61 -Company and the Company Subsidiaries conduct business, or ( vi ) changes relating to or resulting from thematters set forth on Section 10.11(c ) of the Company Disclosure Letter