definiens: shall mean a material adverse changein the business, capitalization, assets ( including intangible assets ), liabilities, financial condition or results of operations ofParent, taken as a whole ; provided, however, that none of the following ( individually or in combination ) shall be deemed toconstitute, or shall be taken into account in determining whether there has been, a Parent Material Adverse Change : ( a ) anyadverse effect to the extent resulting from general business or economic conditions ; ( b ) any adverse effect to the extentresulting from conditions generally affecting any industry or industry sector in which 64 Parent operates or competes ; ( c ) any adverse effect to the extent resulting from the announcement, execution or delivery ofthis Agreement or the pendency or consummation of the Merger ; ( d ) any adverse effect to the extent resulting from anychange in accounting requirements or principles or any change in applicable laws, rules or regulations or the interpretationthereof ; ( e ) any adverse effect to the extent resulting directly from ( i ) any action taken by Parent with the Company ’s priorwritten consent, or ( ii ) the payment of any amounts due to, or the provision of any other benefits to, any persons or entitiespursuant to Parent ’s obligations under Contracts in existence as of the date of this Agreement ; ( f ) any adverse effect resultingfrom the failure of Parent to meet earnings or revenue estimates or projections ; or ( g ) any adverse effect resulting from anybreach by the Company or the Principal Shareholders of any provision of this Agreement