definiens: means any effect, change, event or occurrence that, individually or in theaggregate ( i ) would prevent or materially delay, interfere with, impair or hinder the consummation of the Transactions or the compliance by the Company with its obligations under this Agreement or ( ii ) has a material adverse effect onthe business, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole;provided, however, that none of the following, and no effect, change, event or occurrence arising out of, or resultingfrom, the following, shall constitute or be taken into account in determining whether a Material Adverse Effect hasoccurred, is continuing or would reasonably be expected to occur : any effect, change, event or occurrence(A ) generally affecting ( 1 ) the industry in which the Company and its Subsidiaries operate or ( 2 ) the economy, credit orfinancial or capital markets, in the United States or elsewhere in the world, including changes in interest or exchangerates, monetary policy or inflation, or ( B ) to the extent arising out of, resulting from or attributable to ( 1 ) changes orprospective changes in Law or in GAAP or in accounting standards, or any changes or prospective changes in theinterpretation or enforcement of any of the foregoing, or any changes or prospective changes in general legal, regulatory, political or social conditions, ( 2 ) the negotiation, execution, announcement or performance of thisAgreement or the consummation of the Transactions ( other than for purposes of any representation or warrantycontained in Sections 3.03(c ) and 3.04 ), including the impact thereof on relationships, contractual or otherwise, withcustomers, suppliers, distributors, partners, employees or regulators, or any litigation arising from allegations ofbreach of fiduciary duty or violation of Law relating to this Agreement or the Transactions, ( 3 ) acts of war ( whether ornot declared ), military activity, sabotage, civil disobedience or terrorism, or any escalation or worsening of any suchacts of war ( whether or not declared ), military activity, sabotage, civil disobedience or terrorism, ( 4 ) pandemics, earthquakes, floods, hurricanes, tornados or other natural disasters, weather - related events, force majeure events orother comparable events, ( 5 ) any action taken by the Company or its Subsidiaries that is required by this Agreementor at Parent ’s written request, ( 6 ) any change or prospective change in the Company ’s credit ratings, ( 7 ) any decline inthe market price, or change in trading volume, of the shares of the Company or ( 8) any failure to meet any internal orpublic projections, forecasts, guidance, estimates, milestones, budgets or internal or published financial or operatingpredictions of revenue, earnings, cash flow or cash position ( it being understood that the exceptions in clauses ( 6 ), ( 7)and ( 8) shall not prevent or otherwise affect a determination that the underlying cause of any such change, decline orfailure referred to therein ( if not otherwise falling within any of the exceptions provided by clause ( A ) and clauses ( B)(1 ) through ( 8) hereof ) is a Material Adverse Effect ) ; provided further, however, that any effect, change, event oroccurrence referred to in clause ( A ) or clauses ( B)(3 ) or ( 4 ) may be taken into account in determining whether therehas been, or would reasonably be expected to be, a Material Adverse Effect to the extent such effect, change, eventor occurrence has a disproportionate adverse affect on the Company and its Subsidiaries, taken as a whole, ascompared to other participants in the industry in which the Company and its Subsidiaries operate ( in which case theincremental disproportionate impact or impacts may be taken into account in determining whether there has been, orwould reasonably be expected to be, a Material Adverse Effect )