definiens: means any change, event, circumstance, development or effect ( each, a, and collectively, ) that, individually or in the aggregate with all other Changes occurring or existing prior to thedetermination of a Company Material Adverse Effect, would reasonably be expected to ( i ) result in the material failure of theCompany to operate its business immediately after the Closing in the same manner as operated immediately before theClosing after giving effect to the consummation of the transactions contemplated by this Agreement, or ( ii ) have a materialadverse effect on ( A ) the business, assets, liabilities, capitalization, condition ( financial or other ) or results of operations of theCompany, or ( B ) the ability of the Company and the Selling Holders to consummate the transactions contemplated by thisAgreement ; provided, that shall not include ( i ) Changes in conditions in the industry inwhich the Company operates or in U.S. or global economy or capital or financial markets generally, ( ii ) the publicannouncement or pendency of this Agreement or any of the transactions contemplated herein, or ( iii ) Changes in GAAP orLaw applicable to the Company