definiens: means any change, effect, event, occurrence, state of facts or development that, individually or in the aggregatewith all other changes, effects, events, occurrences, state of facts and developments, ( a ) is or would reasonably be expected to be materially adverse tothe business, results of operations or financial condition of Parent and its Subsidiaries, taken as a whole, except to the extent that such change, effect, event, occurrence, state of facts or development results from, arises out of or is attributable to ( i ) changes in general economic conditions, ( ii ) generalfinancial or security market fluctuations or changes in conditions thereof, ( iii ) changes in or events affecting the industries in which Parent and itsSubsidiaries operate, ( iv ) any effect arising out of a change or proposed change in GAAP ( or any authoritative interpretation thereof ) or Applicable Law ( orany authoritative interpretation thereof ), ( v ) the negotiation, execution, delivery, announcement or pendency of this Agreement and the transactionscontemplated hereby ( provided, however, that the exception in this clause ( v ) for the execution and delivery of this Agreement shall not apply toSection 6.6 ), including any ( x ) litigation resulting therefrom and ( y ) change in customer, distributor, sales representative, employee, labor union, workscouncil, supplier, financing source, licensor, licensee, sub - licensee, stockholder, Governmental Authority or similar relationships, including as a result ofthe identity of the Company or Parent ’s plans or intentions for the Company or any of its Subsidiaries or their respective businesses or operations ( or anyportion thereof ), ( vi ) any failure by Parent and its Subsidiaries to meet any estimates of revenues, earnings, other projections, budgets, plans or forecastsof Parent, any of its Subsidiaries or any other Person ( provided, that unless otherwise excluded from the definition of Parent Material Adverse Effect theunderlying cause or causes of such failure may be taken into consideration when determining whether a Parent Material Adverse Effect has occurred),(vii ) natural disasters or other force majeure events, ( viii ) changes in local, national, international or other political, social or regulatory conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military orterrorist attack of any kind, or the worsening thereof, ( ix ) compliance by Parent and its Subsidiaries with the terms and conditions of this Agreement,(x ) any change in the credit rating of Parent or any of its Subsidiaries ( provided, that unless otherwise excluded from the definition of Parent MaterialAdverse Effect, the underlying cause or causes of such change in credit rating may be taken into consideration when determining whether a ParentMaterial Adverse Effect has occurred ), ( xi ) any action taken by Parent or any of its Subsidiaries at the request or with the consent of the Company or anyof its Affiliates or ( xii ) any relationship or activity subject to the National Labor Relations Act or similar Applicable Law ; provided, that, in the cases of theforegoing clauses ( i ) through ( iv ), ( vii ) and ( viii ), to the extent such changes do not have a materially disproportionate effect on Parent and itsSubsidiaries, taken as a whole, as compared to other participants in the same industry or ( b ) would prevent consummation of the transactionscontemplated by this Agreement by Parent or Merger Sub