definiens: means any change, effect, event, circumstance or development that, individually or when taken together with all other such similar or related changes, effects, circumstances ordevelopments, has had, or would reasonably be expected to have, a material adverse effect on the Assets, liabilities, results of operations, or financial condition of the Company, taken as a whole, excluding in eachcase the impact of any changes, effects, events, circumstances or developments arising from or relating toany of the following, alone or in combination : ( a ) changes or effects that generally affect the industry inwhich the Company operates, ( b ) changes in securities markets or general economic ( including changes ininterest rates ), regulatory or political conditions in the United States of America or in any country in whichthe Company operates ( including terrorism or the escalation of any war whether declared or undeclared orother hostilities ), ( c ) changes in any Laws affecting the Company or regulatory, political, economic orbusiness conditions ( or, in each case, any interpretation thereof ) after the date hereof, ( d ) the failure of theCompany to meet any internal projections or forecasts ( it being understood that other than as specificallyexcluded herein, the facts or occurrences giving rise to or contributing to such failure may be deemed toconstitute, or be taken into account in determining whether there has been or will be, a Material AdverseEffect, ( e ) any effect resulting from any publicly available statement made by Buyer or any of its Affiliatesconcerning the Company, or any employees, customers or suppliers of the Company, or otherwise relating tothe transactions contemplated by the Transaction Documents, ( f ) actions by taken or omitted to be taken atthe request or with the express consent of Buyer, or any change that Seller can demonstrate resulted fromBuyer unreasonably withholding, delaying or conditioning its consent in violation of Section 8.2(a ) withrespect to any action requiring Buyer ’s consent thereunder, ( g ) the compliance by Seller or the Companywith the terms of the Transaction Documents or the taking of any action required, permitted or contemplatedby the Transaction Documents or ( h ) acts of God, natural disasters or calamities ; provided, however, that anychange, effect, event, circumstance, or development referred to in subparagraphs ( a ), ( b ), ( c ) or ( h)immediately above shall be taken into account in determining whether a Material Adverse Effect hasoccurred or could reasonably be expected to occur only to the extent that such change, effect, event, circumstance or development has a disproportionate effect on the Company compared to other participants inthe industry in which the Company conducts its business