definiens: means any event, change, circumstance or effectthat ( A ) is materially adverse to the business, condition ( financial or otherwise ) or results of operations of the Company and itsSubsidiaries, taken as a whole, or ( B ) materially impairs the ability of the Company to consummate, or prevents or 12 materially delays, the Merger or any of the other transactions contemplated by this Agreement ; provided, however, that in thecase of clause ( A ) of this definition of only, Company Material Adverse Effect shall notinclude any event, change, circumstance or effect ( 1 ) generally affecting the industry in which the Company and itsSubsidiaries operate, or the economy or the financial or securities markets in the United States, including effects on suchindustry, economy or markets resulting from any regulatory and political conditions or developments in general, includingany outbreak or escalation of hostilities or declared or undeclared acts of war or terrorism and including changes in interestrates ; ( 2 ) reflecting or resulting from changes in Law or GAAP or accounting standards ; ( 3 ) demonstrably resulting from theannouncement or pendency of the transactions contemplated by this Agreement ; ( 4 ) any change, in and of itself, in the marketprice or trading volume of Company Common Stock ; ( 5 ) changes in any analyst recommendations, any financial strengthrating or any other similar recommendations or ratings as to the Company or its Subsidiaries ( including, in and of itself, anyfailure to meet analyst projections ) ; ( 6 ) the loss by the Company or any of its Subsidiaries of any of its customers, suppliers oremployees as a result of the announcement of the transactions contemplated by this Agreement ; ( 7 ) the failure, in and of itself, of the Company to meet any expected or projected financial or operating performance target, whether internal or published, for any period ending on or after the date of this Agreement as well as any change, in and of itself, by the Company inbacklog or any other expected or projected financial or operating performance target as compared with any target prior to thedate of this Agreement ; ( 8) any suit, action or other legal proceeding arising out of or related to this Agreement or ( 9 ) anyactions taken that are specifically required in accordance with the terms of this Agreement or taken at the written request ofParent or with the prior written consent of Parent ; provided, that, with respect to clause ( 1 ), the impact of such event, change, circumstance or effect is not disproportionately adverse to the Company and its Subsidiaries, taken as a whole, relative toother participants in the industry in which the Company operates ; and provided, further, for the avoidance of doubt, that withrespect to clauses ( 4 ), ( 5 ) and ( 7 ), the facts and circumstances giving rise to or contributing to such failure or change may betaken into account in determining whether there has been a Company Material Adverse Effect