definiens: means any material adverse change, eﬀect, event, circumstance or development that ismaterially adverse to or has a material adverse eﬀect on the business, assets, liabilities, capitalization, ﬁnancial condition, or results of operations ofMerger Partner and its Subsidiaries, taken as a whole ; provided, however, that none of the following, to the extent arising after the date of thisAgreement, either alone or in combination, shall be deemed to be a Merger Partner Material Adverse Eﬀect, and none of the following shall be taken intoaccount in determining whether there has been or will be a Merger Partner Material Adverse Eﬀect : any change or event caused by or resulting from ( A)the transactions contemplated by this Agreement, including the Merger, or the announcement or pendency thereof, ( B ) changes in prevailing economicor market conditions in the United States or any other jurisdiction in which such entity has substantial business operations ( except to the extent thosechanges have a disproportionate eﬀect on Merger Partner and its Subsidiaries relative to the other participants in the industry or industries in whichMerger Partner and its Subsidiaries operate ), ( C ) changes or events aﬀecting the industry or industries in which Merger Partner and its Subsidiariesoperate generally or compete ( except to the extent those changes or events have a disproportionate effect on Merger Partner and its Subsidiaries relativeto the other participants in the industry or industries in which Merger Partner and its Subsidiaries operate ), ( D ) changes in generally accepted accountingprinciples or requirements ( except to the extent those changes have a disproportionate eﬀect on Merger Partner and its Subsidiaries relative to the otherparticipants in the industry or industries in which Merger Partner and its Subsidiaries operate ), ( E ) changes in laws, rules or regulations of generalapplicability or interpretations thereof by any Governmental Entity ( except to the extent those changes have a disproportionate eﬀect on Merger Partnerand its Subsidiaries relative to the other participants in the industry or industries in which Merger Partner and its Subsidiaries operate ), ( F ) any naturaldisaster or any outbreak of major hostilities in which the United States is involved or any act of terrorism within the United States or directed against itsfacilities or citizens wherever located or any governmental response to any of the foregoing ( except to the extent those changes or events have adisproportionate effect on Merger Partner and its Subsidiaries relative to the other participants in the industry or industries in which Merger Partner and itsSubsidiaries operate ), or ( G ) any failure by Merger Partner to meet any internal guidance, budgets, plans, projections or forecasts of its revenues, earnings or other ﬁnancial performance or results of operations ( but not, in the case of Clause ( G ) ), the underlying cause of such changes or failures, unless such changes or failures would otherwise be excepted from this deﬁnition ) . For the avoidance of doubt, the Parties agree that the terms and as used in this Agreement with an initial lower - case shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Merger Partner Material Adverse Eﬀect or Public Company Material Adverse Eﬀect, in each case as deﬁnedin this Agreement . Merger Partner has made available to Public Company complete and accurate copies of its certiﬁcate of incorporation and bylaws andis not in material default under or in material violation of any provision of either such document