definiens: shall mean ( a ) any change, effect, event, occurrence, state of fact, circumstance ordevelopment ( each a, and collectively, ), individually or in the aggregate, that has had or would reasonably be expectedto have a material adverse effect on the business, assets, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole ; provided, however, that no Change directly or indirectly resulting from, attributable to or arising out of any of the following(whether by itself or when aggregated or taken together with any and all other such Changes ) shall be deemed to be or constitute a and no Change directly or indirectly resulting from or arising out of any of the following ( by itself or whenaggregated or taken together with any and all other such Changes ) shall be taken into account when determining whether a has occurred, except, in the case of clauses ( i ) through ( v ) below, to the extent such Changes disproportionatelyaffect the Company and its Subsidiaries in any material respect relative to other companies operating in any industry or industries in whichthe Company operates:(i ) general economic conditions ( or changes in such conditions ) in the United States or any other country or region in theworld, or conditions in the global economy generally;(ii ) conditions ( or changes in such conditions ) in the securities markets, capital markets, credit markets, currencymarkets or other financial markets in the United States or any other country or region in the world, including ( A ) changes in interest rates inthe United States or any other country or region in the world and changes in exchange rates for the currencies of any countries and ( B ) anysuspension of trading in securities ( whether equity, debt, derivative or hybrid securities ) generally on any securities exchange orover - the - counter market operating in the United States or any other country or region in the world;(iii ) conditions ( or changes in such conditions ) affecting the industries in which the Company and its Subsidiariesconduct business ; 3(iv ) political conditions ( or changes in such conditions ) in the United States or any other country or region in the world, oracts of war, sabotage or terrorism ( including any escalation or general worsening of any such acts of war, sabotage or terrorism ) in theUnited States or any other country or region in the world;(v ) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires, other natural disasters and other forcemajeure events in the United States or any other country or region in the world;(vi ) changes after the date hereof in Law or other legal or regulatory conditions ( or the interpretation thereof ) or changesin GAAP or other accounting standards ( or the interpretation thereof);(vii ) the announcement of, or the compliance with, this Agreement, or the pendency or consummation of the transactionscontemplated hereby;(viii ) any actions taken or failure to take action, in each case, by Parent or any of its controlled Affiliates, or to whichParent has consented in writing, or which Parent has requested or approved in writing, or the taking of any action expressly required by thisAgreement, or the failure to take any action prohibited by this Agreement ( but including in this clause ( viii ) any Change arising from anyactions or omissions required to comply with Section 6.1 only to the extent that such Change is the direct result of Parent unreasonablywithholding its consent to the Company ’s written request to take any action restricted or prohibited by Section 6.1 ) ; or(ix ) any failure by the Company to meet any estimates or expectations of the Company ’s revenue, earnings or otherfinancial performance or results of operations for any period, in and of itself, or any failure by the Company to meet any internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself ( but not, in each case, theunderlying cause of such failures, unless the underlying cause of such failures would otherwise be excepted from this definition ) ; or(b ) a Change that would prevent the ability of the Company to consummate the Merger and the other transactions contemplatedby this Agreement