definiens: has the meaning specified in the definition of means, with respect to any Person, any effect, change, fact, event oroccurrence that has or would be reasonably likely to have a material adverse effect on the business, results ofoperations or financial condition of such Person and its Subsidiaries taken as a whole ; provided, however, that in noevent would any of the following, alone or in combination, be deemed to constitute, nor shall any of the following(including the effect of any of the following ) be taken into account in determining whether there has been or will be, a on or in respect of any Person : ( a ) any change in applicable Laws or GAAP or anyinterpretation thereof, ( b ) any change in economic, political, business or financial market conditions generally, ( c ) anychange generally affecting any of the industries in which such Person or its Subsidiaries operates or the economy asa whole or ( d ) the announcement or the execution of this Agreement, the pendency or consummation of the Merger orthe performance of this Agreement