definiens: means any Effect that, considered together with all other Effects, ( a ) has a material adverse effect on the business, financial condition, operations or results of operations of Parent and its Subsidiaries taken as a whole ; provided, however, that, in no event will any of the following, alone or in combination, be deemed to constitute, nor will any of the following be taken into account in determining whether there has occurred, a Parent Material Adverse Effect : Effects resultin g ( i ) from conditions generally affecting the industries in which Parent participates ; ( ii ) changes generally affecting the United States or global economy or capital markets as a whole ; ( iii ) changes in the trading price or trading volume of Parent Common Stock ( it being understood, however, that any Effect causing or contributing to such changes in the trading price or trading volume of Parent Common Stock may if not otherwise to be disregarded pursuant to a different subclause of this definition, constit ute a Parent Material Adverse Effect and may be taken into account in determining whether a Parent Material Adverse Effect has occurred ) ; ( iv ) hurricane, flood, tornado, earthquake or other natural disaster, epidemic, plague, pandemic ( including the COVID -19 pandemic ) or other public health event or any other force majeure event, any civil unrest or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof ; ( v ) any changes ( after the date of this Agreement ) in GAAP or ap plicable Legal Requirements ; ( vi ) the public announcement of the Agreement or the pendency of the Transactions ; ( vii ) the taking of any action, or the failure to take any action, by Parent that is expressly required to by the Agreement, and with respect to items ( i ), ( ii ), ( iv ) and ( v ), only to the extent that, individually or in the aggregate, such Effects do not have a disproportionate impact on the Acquired Companies taken as a whole ; or ( b ) prevents Parent or Merger Sub from consummating the Merger