definiens: Materia ! Advqsc Effect " means any change O/'cffect that is malerially adverse 10 the assel$, liabili ! i~ ( absolute or contingent ), business, condition ( financial 0/ ' otherwise ), resulUi of operations or prospects of the Company and the Subsidiari~, laken as II . whole ; provided, howeVer, that . without limiting the generality of what shlill oo ! constitute a " Material Adverse Efftct,~ to the cxtcn ! any such ehange or effect results from changes affecting the United State ! economy or financial or securities markcUl as a .... hole or changes that are the result of factors gene - roily affecting the induSlry in which the Company hlld the Subsidiaries conduct their business, to the extent ~uch changes do not disproportionately impact the Company and its Subsidill1ics, tnken as a whole, relative 10 other companies in the industry in which the Company and its SubsidiariC$ conduct their business, ; t shall not be wen into account in dctCTTl1ining whctho C has the meaning specified in the recitals 10 this Agreement