definiens: means any effect or change that would be materially adverse to ( i ) the business, assets, liabilities ( contingent or otherwise ), condition ( financial or otherwise ) or results of operations of [COMPANY] and theMediSync Subsidiaries, taken as a whole or ( ii ) on the ability of [COMPANY] to timely consummate the ContemplatedTransactions ; provided, however, that following shall in no event, individually or in the aggregate, be deemed to be aMediSync MAE hereunder : ( i ) any effect or change ( including any change in the Legal Requirements, Orders, or otherbinding directives issued by any Governmental Entity ) which affects generally the United States economy or MediSync’sindustry ( or any part thereof ) as a whole ; ( ii ) any national or international political or social conditions, including theengagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency orwar, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, ordiplomatic or consular offices or upon any military installation, equipment or personnel of the United States ; ( iii ) anyadverse change, effect, event, occurrence, state of facts or development arising from or relating to financial, banking, orsecurities markets ( including any disruption thereof or any decline in the price of securities generally or any market orindex ) ; ( iv ) any changes in GAAP ; or ( v ) acts or omissions of [COMPANY] or the [COMPANY] Subsidiaries carried out ( oromitted to be carried out ) with the written consent of Parent or at the written request or direction of Parent