definiens: means any event, circumstance, change, occurrence or effect ( collectively, ) that, individually or in the aggregate, is materially adverse to the Company ’s Business or the assets, liabilities, financial conditionor operating results of the Company or Parent ; provided, however, that no Event will be deemed ( either alone or incombination ) to constitute, nor will be taken into account in determining whether there has been or may be, a MaterialAdverse Effect to the extent that it arises out of or relates to : ( i ) a general deterioration in the United States economy, ( ii ) theoutbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergencyor war ( whether or not declared ) or the occurrence of any other calamity or crisis, including an act of terrorism, ( iii ) a naturaldisaster or any other natural occurrence beyond the control of the Company or Parent, ( iv ) the disclosure of the fact thatParent is the prospective acquirer of the Company, ( v ) the announcement or pendency of the transactions contemplatedhereby, or ( vi ) any change in accounting requirements or principles imposed upon the Company or Parent or any change inapplicable laws, rules or regulations or the interpretation thereof, ( vii ) any action required by this Agreement