definiens: means any change or effect that is, or would reasonably be expected to be, materially adverseto the business, operations, financial condition or results of operations of the Company, taken as a whole ; provided, however, that none of the following shall be deemed, either alone or in combination, to constitute, and no change or effect arising fromor attributable or relating to any of the following shall be taken into account in determining whether there has been a MaterialAdverse Effect : ( i ) conditions affecting the industries in which the Company operates or participates, the U.S. economy orfinancial markets or any foreign markets or any foreign economy or financial markets in any location where the Company hasmaterial operations or sales, except to the extent any such condition has a substantially disproportionate effect on theCompany relative to other Persons principally engaged in the same industry as the Company ; ( ii ) compliance with the termsof, or the taking of any action required by, this Agreement, or otherwise taken with the consent of Optionee ; ( iii ) any breachby Optionee of this Agreement or the Confidentiality Agreement ; ( iv ) the taking of any action by Optionee ; ( v ) any change inGAAP or applicable Laws ( or interpretation thereof ) ; ( vi ) any acts of God, calamities, acts of war or terrorism, or national orinternational political or social 6[*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT . EACHSUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK * * * *, HAS BEEN FILEDSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION . ] conditions ; ( vii ) any event, occurrence, circumstance or trend related to the Company or its business, results of operations orfinancial condition that, to the actual knowledge of Optionee, exists as of the date hereof ( including any item or items setforth in the Company Disclosure Schedule ) ; ( viii ) any action required to be taken under applicable Laws, including anyactions taken or required to be taken by the Company in order to obtain any approval or authorization for the consummationof the Merger under applicable antitrust or competition Laws ; or ( ix ) any failure in and of itself ( as distinguished from anychange or effect giving rise to or contributing to such failure ) by the Company to meet any projections or forecasts for anyperiod