definiens: means any change, circumstanceor effect that is materially adverse to ( i ) the business, assets ( includingintangible assets ), financial condition, results of operations or prospects ofthe Buyer and its subsidiaries taken as a whole ; provided, however, that BuyerMaterial Adverse Effect shall exclude any change, circumstance or effect as andto the extent such change, circumstance or effect is directly attributable to orresults from ( A ) public or industry knowledge of the transactions contemplatedby this Agreement ( including any resulting action or inaction by the Buyer 's orits subsidiaries ' employees, customers and vendors ), ( B ) general economicconditions ( provided that any such change, circumstance or effect does notdisproportionately affect the Buyer ) or other conditions generally affecting theindustries in which the Buyer competes ( provided that any such change, circumstance or effect does not disproportionately affect the Buyer ), or ( C ) anychange in the Buyer 's stock price ( but not the matters themselves that havecaused such change ) ; or ( ii ) the ability of the Buyer to consummate thetransactions contemplated by this Agreement