definiens: shall mean any Effect that, individually or in the aggregate with any one or more other Effects, ( i ) resultsin a material adverse effect on the business, condition ( financial or otherwise ) or results of operations of Parent and the Parent Subsidiaries, taken as a whole or ( ii ) prevents, materially impairs, materially impedes or materially delays the consummation of the Mergers and the othertransactions contemplated hereby on a timely basis and in any event on or before the End Date ; provided, however, that with respect toclause ( i ) only, no Effect to the extent resulting or arising from any of the following, shall, to such extent, be deemed to constitute, or be takeninto account in determining the occurrence of, a Parent Material Adverse Effect : ( A ) general economic, political, business, financial or marketconditions affecting the industry in which Parent and the Parent Subsidiaries operate ; ( B ) geopolitical conditions, including trade and nationalsecurity policies and export controls and executive orders relating thereto, any outbreak, continuation or escalation of any military conflict, declared or undeclared war, armed hostilities, or acts of foreign or domestic terrorism ( including cyber - terrorism ) ; ( C ) any pandemic ( includingthe continuation or worsening of the COVID-19 pandemic ), epidemic, plague, or other outbreak of illness or public health event, hurricane, flood, tornado, earthquake or other natural disaster or act of God or changes resulting from weather conditions ; ( D ) any failure by Parent orany of the Parent Subsidiaries to meet any internal or external projections or forecasts or any decline in the price of Parent Class A CommonStock ( but excluding, in each case, the underlying causes of such failure or decline, as applicable, which may themselves constitute or betaken into account in determining whether there has been, or would be, a Parent Material Adverse Effect ) ; ( E ) the public announcement orpendency of the Mergers and the other transactions contemplated hereby, including, in any such case, the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, business partners or employees, ( provided that this clause ( E ) shall not applyto ( x ) any representation or warranty in Section 3.6 to the extent that the purpose of such representation or warranty is to address theconsequences resulting from the execution and delivery of this Agreement or the consummation of the Mergers or ( y ) any action or omissionby Parent, any Parent Subsidiary or their respective Representatives in order to comply with Parent ’s obligations under Section 4.1(b ) ) ; ( F)changes in applicable Legal Requirements ( including COVID-19 Measures ) or the interpretation thereof ; ( G ) changes in GAAP or any otherapplicable accounting standards or the interpretation thereof ; or ( H ) any action expressly required to be taken by Parent pursuant to the termsof this Agreement or at the express written direction or consent of the Company ; ( I ) any claims, suits, actions or Legal Proceedings arisingfrom allegations of breach of fiduciary duty or violation of Law or otherwise relating to this Agreement or the transactions contemplated by thisAgreement ; or ( J ) any breach, violation or non - performance of any provision of this Agreement the Company or any of its Affiliates ; provided, further, that any Effect relating to or arising out of or resulting from any change or event referred to in clause ( A ), ( B ), ( C ), ( F ) or ( G ) abovemay constitute, and be taken into account in determining the occurrence of, a Parent Material Adverse Effect if and only to the extent thatsuch change or event has a disproportionate impact on Parent and the Parent Subsidiaries as compared to other participants that operate inthe industry in which Parent and the Parent Subsidiaries operate