definiens: means any material adverse change in, or material adverse effect on, thebusiness, financial condition or operations or results of operations of the Company and the Subsidiaries, taken as a whole;provided, however, that the changes or effects that are generally applicable to ( i ) the industries and markets in which theCompany and its Subsidiaries operate ; ( ii ) the United States or global economy or ( iii ) the United States securities marketsshall be excluded from the determination of Company Material Adverse Effect ; provided, further, with respect to clauses ( i)-(iii ) only to the extent such changes or effects do not 3 disproportionately affect the Company and its Subsidiaries ; and provided, further that any adverse change or effect on theCompany or its Subsidiaries resulting from the execution of this Agreement and the announcement of this Agreement and thetransactions contemplated hereby, shall also be excluded from the definition of Company Material Adverse Effect