definiens: means any change, circumstance, effect, event or fact that has, or could reasonably beexpected to have, a material and adverse effect on the business, assets, financial condition, operations or financialperformance of the Company and its Subsidiaries, taken as a whole ; provided, however, that no change, circumstance, effect, event or fact shall be deemed ( individually or in the aggregate ) to constitute, nor shall any of theforegoing be taken into account in determining whether there has been or may be, a Material Adverse Effect, to theextent that such change, circumstance, effect, event or fact results from, arises out of, or relates to ( a ) a generaldeterioration in the economy or in the economic conditions prevalent in the industry in which the Company and itsSubsidiaries operate that does not disproportionately affect the Company when compared to other companies in theindustry, ( b ) the outbreak or escalation of hostilities involving the United States, the declaration by the United Statesof a national emergency or war or the occurrence of any other calamity or crisis, including acts of terrorism, ( c ) thedisclosure of the fact that Parent is the prospective acquirer of the Company, ( d ) the announcement or pendency ofthe transactions contemplated by this Agreement or any other Transaction Document, ( e ) the announcement ordisclosure of the Company ’s intention to review the possibility of selling itself, ( f ) any change in accountingrequirements or principles imposed by the AICPA upon the Company, its Subsidiaries or their respective businessesor any change in Applicable Laws, or the interpretation thereof, ( g ) actions taken by Parent or any of its Affiliates, or(h ) compliance with the terms of, or the taking of any action required by, this Agreement or any other TransactionDocument