definiens: means any event, occurrence, fact, condition, change, development or effect that ( a ) has a materially adverseeffect on the business, assets, properties, liabilities, results of operations or condition ( financial or otherwise ) of the Company and the CompanySubsidiaries, taken as a whole, except to the extent that such event, occurrence, fact, condition, change, development or effect relates to or results fromthe following, which shall not, either alone or in combination, be taken into account when 3determining whether there has been a Company Material Adverse Effect : ( i ) changes in general economic or political conditions, ( ii ) financial or securitymarket fluctuations or conditions ( including changes to foreign currency markets ), ( iii ) changes in, or events affecting, the industries in which theCompany and the Company Subsidiaries operate, ( iv ) acts of war or terrorism, ( v ) natural disasters, acts of God, weather conditions or other calamities,(vi ) changes in GAAP, applicable Law or interpretations thereof, ( vii ) any failure by the Company to meet any estimates or outlook of revenues orearnings or other financial projections ( except that this clause ( vii ) shall not prevent a determination that any event, occurrence, fact, condition, change, development or effect giving rise to or contributing to such failure has resulted in a Company Material Adverse Effect ), ( viii ) the identity of Parent or any ofits Affiliates as the acquiror of the Company, or its or their plans for the Company, including the impact therefrom on the relationships, contractual orotherwise, of the Company or any of the Company Subsidiaries, including with their respective employees, works councils, customers, suppliers, distributors or partners, ( ix ) compliance with the terms of, or the taking of any action required by, this Agreement or consented to by Parent, or ( x ) thematters set forth on Section 1.1(a ) of the Company Disclosure Schedule ; provided, that in the cases of clauses ( i ) through ( vi ), any such event, occurrence, fact, condition, change, development or effect does not disproportionately affect the Company or any Company Subsidiary relative to otherpeers in the industries in which the Company or the Company Subsidiaries operate, in which case such disproportionate effect may be taken into accountwhen considering whether a Company Material Adverse Effect has occurred, or ( b ) prevents, materially impedes or materially delays consummation ofthe Offer, the Merger and the other Transactions by the Company or otherwise prevents the Company from performing its obligations under thisAgreement