definiens: means any change, circumstance, condition, development, effect, event, occurrence, result or state offacts that, individually or when taken together with any other such change, circumstance, condition, development, effect, event, occurrence, result orstate of facts, has or could reasonably be expected to have a material adverse effect on ( a ) the business, financial condition, assets, liabilities orresults of operations of Innovate and its Subsidiaries ( taken as a whole ), except that none of the following shall be taken into account in determiningwhether there has been an Innovate Material Adverse Effect : ( i ) changes in general economic or political conditions or the securities market in general(whether as a result of acts of terrorism, war ( whether or not declared ), armed conflicts or otherwise ) to the extent they do not disproportionately affectInnovate and its Subsidiaries ( taken as a whole ) in relation to similarly situated companies in the same industry ; ( ii ) changes in or affecting the 11 Exhibit 2.1industries in which Innovate or its Subsidiaries operate to the extent they do not disproportionately affect Innovate and its Subsidiaries ( taken as awhole ) in relation to similarly situated companies in the same industry ; ( iii ) changes, effects or circumstances resulting from the announcement of thisAgreement ; ( iv ) any change in GAAP, applicable accounting principles or applicable Law or the interpretation thereof after the date hereof to the extentthey do not disproportionately affect the Company and its Subsidiaries ( taken as a whole ) in relation to similarly situated companies in the sameindustry ; ( v ) the commencement or continuation of war, terrorism or hostilities, or natural disasters or political events to the extent they do notdisproportionately affect Innovate and its Subsidiaries ( taken as a whole ) in relation to similarly situated companies in the same industry ; ( vi ) anyfailure of Innovate or any of its Subsidiaries to meet internal or published projections, forecasts, revenue or earnings predictions or any change in theprice or trading volume of Innovate Common Stock ( it being understood, however, that any Effect causing or contributing to any such failure to meetprojections, forecasts, revenue, earnings predictions or change in price or trading volume may constitute an Innovate Material Adverse Effect and maybe taken into account in determining whether an Innovate Material Adverse Effect has occurred ) ; or ( vii ) any shareholder litigation or other claimsarising from allegations of breach of fiduciary duty relating to this Agreement or ( b ) the ability of Innovate to consummate the ContemplatedTransactions or to perform any of its covenants or obligations under this Agreement in all material respects