definiens: means any event, circumstance, change or effect ( ) that, individually or in the aggregate with all other Effects, is or is reasonably likely to be ( i ) materially adverse to thebusiness, condition ( financial or otherwise ), assets, liabilities or results of operations of the Company taken as awhole or ( ii ) prevent or materially delay the performance in all material respects by the Company of its obligationsunder this Agreement or the consummation the transactions contemplated hereby ; provided, however, that theforegoing clause shall not include any Effect occurring after the date hereof and resulting from any of the following(either alone or in combination ) and no such Effect occurring after the date hereof and resulting from any of thefollowing shall be taken into account in determining whether a Company Material Adverse Effect has occurred:(A ) changes in general economic, business, financial, technological or regulatory conditions or changes in securitiesor credit markets in general to the extent not having a disproportionate effect ( relative to other industry participants ) onthe Company, ( B ) general changes in the industries in which the Company and the Subsidiaries operate that do notdisproportionately and adversely affect the Company as compared to other entities operating in such industries,(C ) the announcement, pendency or anticipated consummation of any of the transactions contemplated hereby, including, but not limited to, loss of employees, customers or suppliers of the Company to the extent related to orarising or resulting from the announcement, pendency or anticipated consummation of any of the transactionscontemplated hereby, ( D ) acts of armed hostility, sabotage, terrorism or war, including any escalation or worseningthereof, natural disasters, weather conditions, explosions or fires or other force majeure events in any country orregion in the world, except to the extent disproportionately affecting the Company compared to other entities operatingin such industries ( E ) the failure by the Company to meet any industry or internal estimates, expectations, forecasts, projections or budgets for any period ( except that any Effect that caused or contributed to such failure to meetprojections, forecasts or predictions shall not be excluded pursuant to this clause ), ( F ) changes in the stock priceor trading volume of the Company Common Stock ( it being understood, however, unless otherwise prohibited byclauses through of this proviso, that the facts or circumstances giving rise to any such change in stock priceor trading volume may be taken into account in determining whether there has been a Company Material AdverseEffect ), ( G ) any adverse effect arising from or otherwise related to changes in Law or applicable accountingregulations or principles or interpretations thereof to the extent not having a disproportionate affect ( relative to otherindustry participants ) on the Company, ( H ) any shareholder class action or derivative litigation commenced againstthe Company since the date of this Agreement and arising from allegations of breach of fiduciary duty of theCompany 's directors relating to their approval of this Agreement or from allegations of false or misleading59public disclosure by the Company with respect to this Agreement or ( I ) any action required by this Agreement or thefailure to take any action prohibited by this Agreement or taken or not taken at the direction of Parent