definiens: shall mean any effect, change, event, circumstance or development ( any such item, an ) that, considered together with all other Effects that had occurred prior to the date of determination of the occurrence of the Castle Material Adverse Effect, is or could reasonably be expected to be or to become materially adverse to, or has or could reasonably be expected to have or result in a materia l adverse effect on : ( a ) the business, financial condition, assets or operations of Castle and its Subsidiaries taken as a whole ; or ( b ) the ability of Castle to consummate the Merger or any of the other Contemplated Transactions or to perform any of its c ovenants or obligations under the Agreement in all material respects ; provided, however, that none of the following shall be deemed either alone or in combination with any of the following to constitute a Castle Material Adverse Effect : ( A ) any adverse eff ect that results from general economic, business, financial or market conditions ( provided that such adverse effect does not affect Castle and its Subsidiaries, taken as a whole, in a disproportionate manner as compared to Castle ’s industry peers ) ; ( B ) any adverse effect that results from conditions in any of the industries or industry sectors in which Castle or any of its Subsidiaries operates ( provided that such adverse effect does not affect Castle and its Subsidiaries, taken as a whole, in a disproporti onate manner as compared to Castle ’s industry peers ) ; ( C ) any adverse effect resulting from any act of terrorism, war, national or international calamity or any other similar event ( provided that such adverse effect does not affect Castle and its Subsidiar ies, taken as a whole, in a disproportionate manner as compared to Castle ’s industry peers ) ; ( D ) any adverse effect resulting from any change in any applicable Legal Requirement of any Governmental Body ( provided that such adverse effect does not affect Ca stle in a disproportionate manner as compared to Castle ’s industry peers or as compared to the Company ) ; ( E ) any changes ( after the date hereof ) in GAAP ; ( F ) any adverse effect resulting from any action taken by Castle or any of its Subsidiaries with the C ompany ’s prior written A-2 consent or the taking of any action expressly required by this Agreement ; ( G ) any decision or action, or inaction, by the FDA or other comparable foreign Governmental Body, with respect to solithromycin, Taksta or any product of any competitor of Castle or of any third -party company developing anti -infective products ; ( H ) any scientific, treatment or clinical trial results relating to solithromycin, Taksta or any product of any competitor of Castle or of any third -party company developing anti -infective pro ducts ; ( I ) any Effect resulting from the announcement or pendency of the Merger ; and ( J ) a decline in Castle ’s stock price, in and of itself ( it being understood that any cause of any such decline may be deemed to constitute, in and of itself, a Castle Mat erial Adverse Effect and may be taken into consideration when determining whether a Castle Material Adverse Effect has occurred )