definiens: means a change which would have a MaterialAdverse Effect on the Company . A violation, circumstance, change, effect or other matter is deemed to have a on the Company, if such violation, circumstance, change, effect or other matter, eitherindividually or in the aggregate with all other violations, circumstances, changes, effects and other matters, has amaterial adverse effect on the condition ( financial or otherwise ) of the business, assets ( including intangible assets)and Liabilities, financial condition or results of operations of the Company ; provided, however, that none of thefollowing shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken intoaccount in determining whether there has been a Material Adverse Effect : ( i ) any changes affecting generaleconomic, political or financial market conditions, foreign or domestic, which changes do not disproportionately affectthe Company, ( ii ) any changes generally affecting the industry in which the Company ’s business is conducted, whichchanges do not disproportionately affect the Company, ( iii ) in and of itself, failure by the Company to meet internal orother estimates, predictions, projections or forecasts of revenue, net income or any other measure of financialperformance, including any projections in that certain dated November, 2006 orotherwise provided by Wachovia Securities or the Company, ( iv ) any changes ( including any claim, litigation, cancellation of or delay in customer orders, reduction in revenues or income, disruption of business relationships(contractual or otherwise ) or loss of employees ) arising from or attributable or relating to ( A ) the announcement orpendency of any of the transactions contemplated by this Agreement or the identity or involvement of Parent,(B ) any breach by Parent or Merger Sub of this Agreement or ( C ) the introduction or success of 2any product that competes with any product of the Company, ( v ) additions, amendments, changes or modificationsto any Law or GAAP or the regulatory or interpretative guidance relating thereto ( including, without limitation, theaction of any regulatory agency ), ( vi ) any action taken by the Company at Parent ’s request or pursuant to thisAgreement or as to which Parent has expressly consented in writing, or ( vii ) acts of war or terrorism or anyescalation or material worsening of any such acts of war or terrorism existing as of the date hereof