definiens: means any change, event or effect that is materially adverse to the business, assets ( including intangibleassets ), financial condition, or results of operations of Parent and its Subsidiaries, taken as a whole, or on the Parent andMerger Sub ’s ability to consummate the transactions contemplated in this Agreement, provided that none of the followingshall constitute or shall be considered in determining whether there has occurred a Parent Material Adverse Effect : ( a ) general economic conditions worldwide, in the United States, or in any nation or region in which the Parent or any ofits Subsidiaries has a substantial presence or operations, except to the extent disproportionately affecting the Parent and itsSubsidiaries relative to other industry participants ; ( b ) any acts of terrorism not directed at the Parent or any outbreak of war;37 ( c ) the public announcement by the Parties of this Agreement, the pendency of the Merger or the other transactionscontemplated hereby, or any action taken which is required by this Agreement or specifically requested by Company orconsented to by Company, in each case including losses of employees or any stockholder litigation arising from or relating tothe Merger ; ( d ) factors generally affecting the industries or markets in which Parent and its Subsidiaries operate, except to the extentdisproportionately affecting the Parent and its Subsidiaries relative to other industry participants ; ( e ) changes in Law not specifically directed at the Parent or its Subsidiaries or generally accepted accounting principlesor the interpretation thereof not specifically directed at the Parent or its Subsidiaries ; or ( f ) any failure by the Parent to meet any Parent or published securities analyst estimates of revenues or earnings for anyperiod ending on or after the date of this Agreement and prior to the Closing ; provided, however, that this clause shall notexclude any underlying change, event, circumstance, development or effect that may have resulted in or contributed to theParent ’s failure to meet such published securities analyst estimates of revenues or earnings for any such period ; and ( g ) a decline in the trading price or change in trading volume of the Parent Common Stock, provided that this clause willnot exclude any underlying change, event, circumstance, development or effect that may have resulted in, or contributed to, adecline in trading price or change in trading volume