definiens: means any event, change, effect, circumstance or development that eitherindividually or in the aggregate ( a ) is or would reasonably be expected to have a materially adverse effect on thefinancial condition, properties, assets, liabilities, business, operations or results of operations of Parent and itssubsidiaries, taken as a whole, or ( b ) would prevent or materially alter or delay Parent ’s ability to consummate theMerger and the other transactions contemplated hereby ; provided, however, that in determining whether a ParentMaterial Adverse Effect has occurred, there shall be excluded any effect on Parent and its subsidiaries, taken as awhole, relating to or arising in connection with ( i ) the announcement or pendency of this Agreement, other than forpurposes of Section 4.2(b ), or the identity of the Company, including the impact thereof on relationships withemployees, ( ii ) changes affecting the industry in which Parent and its subsidiaries operate generally or the economyof the U.S. generally, ( iii ) any change in applicable Legal Requirements or GAAP, or the interpretation thereof, ( iv ) thefailure of Parent to meet internal expectations or projections ; provided that the underlying facts and circumstancesresulting in such failure may be taken into account in determining whether a Parent Material Adverse Effect hasoccurred unless otherwise excluded by this definition, ( v ) any breach by the Company of this Agreement, or(vi ) earthquakes, hurricanes, tornadoes, natural disasters or global, national or regional political conditions, includinghostilities, military actions, political instability, acts of terrorism or war or any escalation or material worsening thereof;provided that in the case of clauses ( ii ), ( iii ) and ( vi ), such changes do not have a unique or materially disproportionateimpact on Parent relative to other businesses in the industry in which Parent operates