definiens: means any event, occurrence, fact, condition or change that is materiallyadverse to ( a ) the business, results of operations, financial condition or assets of [COMPANY], or ( b ) the ability of Amyristo consummate the transactions contemplated hereby ; provided, however, that shall notinclude any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to : ( i)general economic or political conditions ; ( ii ) conditions generally affecting the industries in which [COMPANY] operates ; ( iii)any changes in financial, banking or securities markets in general, including any disruption thereof and any decline inthe price of any security or any market index or any change in prevailing interest rates ; ( iv ) any action required orpermitted by this Agreement or any action taken ( or omitted to be taken ) with the written consent of or at the writtenrequest of [COMPANY] ; ( v ) any matter of which [COMPANY] is aware on the Effective Date based on the information providedand disclosed by [COMPANY] ; ( vi ) any changes in applicable Laws or accounting rules ( including GAAP ) ; ( vii ) theannouncement, pendency or completion of the transactions contemplated by this Agreement, including losses orthreatened losses of employees, customers, suppliers, distributors or others having relationships with [COMPANY] ; ( viii)any Force Majeure Event ; or ( ix ) any failure by [COMPANY] to meet any internal or published projections, Page 3 forecasts or revenue or earnings predictions ( provided that the underlying causes of such failures ( subject to the otherprovisions of this definition ) shall not be excluded )