definiens: means any change, event or effect that ismaterially adverse to the business, assets ( including intangible assets),condition ( financial or otherwise ) or results of operations of the Company andits Subsidiary, taken as a whole, excluding any changes, events or effects thatresult from : ( i ) any change arising out of conditions affecting the economy orindustry of the Company in general which does not affect the Company in amaterially adverse manner relative to other participants in the economy or suchindustry, respectively, ( ii ) any change that is due to actions required to betaken by the Company pursuant to the terms of this Agreement, or ( iii ) theannouncement of this Agreement and the pendency of the Merger and othertransactions contemplated hereby ( including, without limitation, changesattributable to the incurrence of transaction expenses in connection with theMerger ) . In the event of any litigation regarding clauses ( i ), ( ii ) or ( iii ) ofthe foregoing sentence, the Company shall be required to sustain the burden ofdemonstrating that any such change, event or effect results from thecircumstances referred to in any such applicable clause