definiens: means any Effect that, considered together with all other Effects thathave occurred prior to the date of determination of the occurrence of the [COMPANY] Material Adverse Effect, is or wouldreasonably be expected to be materially adverse to, or has or would reasonably be expected to have or result in amaterial adverse effect on : ( a ) the business, condition ( financial or otherwise ), capitalization, assets, operations orfinancial performance of [COMPANY] and its Subsidiaries taken as a whole ; or ( b ) the ability of [COMPANY] to consummatethe Contemplated Transactions or to perform any of its covenants or obligations under the Agreement in all materialrespects ; provided, however, that Effects from the following shall not be deemed to constitute ( nor shall Effects fromany of the following be taken into account in determining whether there has occurred ) an [COMPANY] Material AdverseEffect : ( i ) any rejection by a Governmental Body of a registration or filing by [COMPANY] relating to the [COMPANY] IPRights ; ( ii ) conditions generally affecting the industries in which [COMPANY] and its Subsidiaries participate or the UnitedStates or global economy or capital markets as a whole, to the extent that such conditions do not have adisproportionate impact on [COMPANY] and its Subsidiaries taken as a whole ; ( iii ) any failure by [COMPANY] to meet internalprojections or forecasts on or after the date of this Agreement ( it being understood, however, that any Effect causingor contributing to any such failure to meet projections or forecasts may constitute an [COMPANY] Material Adverse Effectand may be taken into account in determining whether an [COMPANY] Material Adverse Effect has occurred ) ; ( iv ) theexecution, delivery, announcement or performance of the obligations under this Agreement or the announcement, pendency or anticipated consummation of the Merger ; ( v ) any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof ; or ( vi ) any changes ( after the date of this Agreement ) inGAAP or applicable Legal Requirements