definiens: means a ny change, event, development or effect that, individually or in the aggregate, ( i ) has had, or would reasonably be likely to have, a material adverse effect on the business or results of operations or conditi on of UT and its subsidiaries, taken as a whole, or ( ii ) has, or would reasonably be likely to, materially impair or delay UT ’s ability to consummate the Transactions ; provided, however, that any effect to the extent resulting or arisin g from any of the following shall not be considered when determining whether a UT Material Adverse Effect sh all have occurred : ( a ) any change or development in general economic conditions or such change or devel opment in conditions in the industries or markets i n which UT operates its business and operations, ( b ) any ch ange in financing, banking or securities markets ge nerally, ( c ) any act of war, armed hostilities or terrorism, change in political environment or any worsening t hereof or actions taken in response thereto, ( d ) any adverse effect resulting directly or indirectly from any ch ange in applicable Laws or the interpretation thereof ; provided, in each case of ( a ), ( b ), ( c ) and ( d ), that such effects do not, individually or in the aggregate, have a mater ially disproportionate adverse impact on UT and its subsidiaries, taken as a whole, relative to other b usiness and operations in the industries or markets in which UT operates its business and operations or(e ) any adve rse effect resulting directly or indirectly from th e announcement, execution or delivery of this Agreeme nt or the pendency or consummation of the Transacti ons