definiens: means any re sult, occurrence, fact, change, event or effect that, individually or in the aggregate with any other results, occurrences, facts, changes, eve nts and/or effects, has had or would reasonably be expected to have a material -57- adverse effect on ( i ) any member of the Buyer Group, their respective businesses, conditions, assets a nd liabilities, or ( ii ) the ability of Buyer to consum mate the transactions contemplated hereby or to per form its obligations hereunder ; provided, however, that, for purposes of clause ( i ), none of the following, to the extent arising after the date hereof, shall be deemed in i tself, or in any combination with another item list ed below as an exception, to constitute, and none of the following, to the extent arising after the date hereof, shal l be taken into account in determining whether there has been or wi ll be, a Buyer Material Adverse Change : ( a ) any cha nges in the United States or global economy generally or th e U.S. or global capital, credit or financial marke ts generally, including changes in commercial bank loan interest risks or currency exchange rates ; ( b ) any fluctuati ons in prices of commodities used or purchased by Buyer ; ( c ) any changes generally affecting the industry in which Buyer participates ; ( d ) any changes required by GAA P ; ( e ) any changes in, or required by, applicable L aws ; ( f ) any effect of earthquakes, hurricanes, floods or ot her natural disasters ; ( g ) any effect attributable to the announcement or pendency of the transactions contem plated by this Agreement or the identity of the Par ties or their Affiliates ; ( h ) any effect of acts of war ( wh ether or not declared ), armed hostilities, sabotage or terrorism ; ( i ) any failure of any member of the Buyer Group to meet any projections, estimates or budgets for any period ; and ( j ) any changes ( in and of itself ) in the marke t price or trading volume of the Buyer Common Stock, except, in the case of clauses ( a ) through ( f ) and ( h ), to the extent Buyer is disproportionately adversely af fected thereby as compared to other companies in the industry in w hich Buyer operates