definiens: shall mean any change that does, or would bereasonably expected to, have a material adverse effect on the business, operations, financial condition, or assets of the Companyon a consolidated basis, provided, however, that none of the following shall be deemed either alone or in combination toconstitute, and none of the following shall be taken into account in determining whether there has been or would be, a MaterialAdverse Effect : ( a ) any adverse effect resulting from or arising out of the announcement, pendency, or consummation of thetransactions contemplated by this Agreement or the Stem Cell Transaction ; ( b ) any adverse effect resulting from or arising out ofgeneral economic conditions ; ( c ) any adverse effect resulting from or arising out of general conditions in the industries in whichthe Company or [COMPANY] operates ; ( d ) any adverse effect resulting from or arising out of any natural disaster or any acts ofterrorism, sabotage, military action or war or any escalation or worsening thereof ; and ( e ) any adverse effect resulting from orarising out of any changes in any law, statute, rule or regulation, or the judicial or administrative interpretation thereof, or anychange in generally accepted accounting principles