definiens: means ( a ) any material adverse effect on the business, financialcondition, financial performance or results of operations of Company and the Company Subsidiaries, taken as awhole, or ( b ) any inability, material impediment or material delay in the consummation of the Transactions by theCompany and the Company Subsidiaries ; provided, however, that the effects of any Company Excluded Eventoccurring after the date of this Agreement shall not be taken into account in determining whether there has been, orwould reasonably be expected to be, a Company Material Adverse Effect under clause ( a ) above . means ( i ) any event, change, effect, occurrence, state of facts or development arising out of or relating tocapital market conditions generally or general economic conditions, in each case in the United States or any foreignjurisdiction, ( ii ) any event, change, effect, occurrence, state of facts or development arising out of or relating togeneral geopolitical conditions, ( iii ) any change in applicable Law or GAAP ( or authoritative interpretation thereof),(iv ) any change in general conditions in the industries in which Company or any Company Subsidiary operates, ( v ) theannouncement and pendency of this Agreement and the Transactions, ( vi ) any actions taken in compliance with thisAgreement to obtain any approval or authorization under applicable Antitrust Laws or the Exon - Florio Amendment or inconnection with the CFIUS review process for the consummation of the Offer or the Merger, ( vii ) changes in themarket price or trading volume of the Company Common Stock on the NASDAQ Global Market ( provided that theexception in this clause ( vii ) shall not prevent or otherwise affect a determination that any event, change, effect, occurrence, state of facts or development underlying such decline has resulted in or contributed to a CompanyMaterial Adverse Effect ), ( viii ) failure(s ) by the Company to meet any budgets, operating projections or forecasts, orpublished revenue or earnings predictions ( provided that the exception in this clause ( viii ) shall not prevent orotherwise affect a determination that any event, change, effect, occurrence, state of facts or development underlyingsuch failure has resulted in or contributed to a Company Material Adverse Effect ), ( ix ) earthquakes, hurricanes, floods, tsunamis or other natural disasters, ( x ) any effects resulting from any legal proceeding against the Companyby the stockholders of the Company challenging or seeking to restrain or prohibit the consummation of the Offer andthe Merger, and ( xi ) changes as a result of any action or failure to take action, in each case, consented to orrequested by Parent, except, in the case any change described in clause ( i ), ( ii ), ( iii ), ( iv ) or ( ix ) to the extent that theCompany and the Company Subsidiaries, taken as a whole, are disproportionately affected thereby as compared withother participants in the industries in which Company and the Company Subsidiaries operate ( in which case only theincremental disproportionate impact or impacts shall be taken into account in determining whether there has been, orwould reasonably be expected to be, a Company Material Adverse Effect )