definiens: means any Effects, that, in theaggregate with all other Effects, is, or would reasonably be expected to be, ( 1 ) materially adverse to the business, assets, financial condition or results of operations of Parent and its Subsidiaries taken as a whole, or ( 2 ) prevent the consummation ofthe Merger ; provided that in no event shall any of the following, alone or in combination, be deemed to constitute, nor shallany of the following be taken into account in determining whether there has been, or there would reasonably be expected to be, a Parent Material Adverse Effect : ( a ) any Effect relating to, or resulting from, any change or developments in or to local, regional, national or foreign political, economic or financial conditions or in or to local, regional, national or foreign credit, financial, banking or securities markets ( including any disruption thereof ), including any Effect caused by acts of terrorism orwar or armed hostilities ( whether or not declared ), ( b ) any Effect affecting generally any of the industries, geographic areas orbusiness segments in which Parent or any of its Subsidiaries operates, ( c ) any Effect relating to, or resulting from, any hurricane, earthquake or other natural disasters, ( d ) any change in the share price or trading volume ( as opposed to the facts underlyingsuch change ) of Parent Common Stock on NASDAQ ( provided, however, that the facts and circumstances giving rise to suchEffect that are not otherwise excluded from the definition of Parent Material Adverse Effect may be considered for purposes ofdetermining whether there has been, or would reasonably be expected to be, a Parent Material Adverse Effect ), ( e ) any Effectrelating to, or resulting from, the adoption, implementation, promulgation, repeal, modification or proposal of any Law or U.S