definiens: shall mean any effect, change, claim, event orcircumstance ( collectively, ) that, considered together with all other Effects, is or would reasonably be expected to beor to become materially adverse to, or has or would reasonably be expected to have or result in a material adverse effect on theassets, liabilities ( whether matured or unmatured, absolute or contingent, or otherwise ), business, financial condition or resultsof operations of the Alamo Corporations taken as a whole ; provided, however, that, in no event shall any Effects resultingfrom any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whetherthere has occurred, a Company Material Adverse Effect : ( i ) conditions generally affecting the biotechnology orpharmaceutical industry or the U.S. or global economy as a whole, to the extent that such conditions do not have adisproportionate impact on the Alamo Corporations taken as a whole ; ( ii ) general conditions in the financial markets, and anychanges therein ( including any changes arising out of acts of terrorism, war, weather conditions or other force majeure events),to the extent that such conditions do not have a disproportionate impact on the Alamo Corporations, taken as a whole;(iii ) changes in the trading price or trading volume of Company Common Stock ( it being understood, however, that except asotherwise provided in clauses or of this sentence, any Effect giving rise to or contributing tosuch changes in the trading price or trading volume of Company Common Stock may give rise to a Company MaterialAdverse Effect and may be taken into account in determining whether a Company Material Adverse Effect has occurred);(iv ) changes in GAAP ( or any interpretations of GAAP ) or Legal Requirements applicable to Company or any of itsSubsidiaries ; ( v ) the failure to meet public estimates or forecasts of revenues, earnings of other financial metrics, in and ofitself, or the failure to meet internal projections, forecasts or budgets of revenues, earnings or other financial metrics, in and ofitself ( it being understood, however, that, except as otherwise provided in clauses or 87of this sentence, any Effect giving rise to or contributing to any such failure may give rise to a Company Material AdverseEffect and may be taken into account in determining whether a Company Material Adverse Effect has occurred ) ; ( vi ) anystockholder litigation arising from or relating to this Agreement or the Contemplated Transactions and relating to a breach ofthe fiduciary duties of the Company Board to the Company 's stockholders under applicable law ; or ( vii ) Effects resultingdirectly from the announcement or pendency of this Agreement or the Contemplated Transactions, including loss ofemployees, suppliers or customers ( including customer orders or Contracts )