definiens: shall mean any change that does, or would bereasonably expected to, have a material adverse effect on : ( a ) the Contributed [COMPANY] Assets, taken as a whole ; or ( b ) theability of [COMPANY] and BAC to timely consummate the Transactions or to perform any of their respective obligations underthis Agreement ; provided, however, that, with respect to clause above, none of the following shall be deemed eitheralone or in combination to constitute, and none of the following shall be taken into account in determining whether there hasbeen or would be, a [COMPANY] Material Adverse Effect : ( a ) any adverse effect resulting from or arising out of the announcementor pendency of the Agreement or the Transactions ; ( b ) any adverse effect resulting from or arising out of general economicconditions that do not disproportionately affect [COMPANY], taken as a whole relative to the other entities in the industries whereBioTime competes ; ( c ) any adverse effect resulting from or arising out of general conditions in the industries in whichBioTime operates that do not disproportionately affect [COMPANY], taken as a whole relative to the other entities in the industrieswhere [COMPANY] competes ; ( d ) any adverse effect resulting from or arising out of any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof ; or ( e ) any adverse effect resulting from or arising outof any changes in any Legal Requirement or GAAP