definiens: means any event, change, development, effect, con dition, occurrence or state of facts that is materially adv erse to the operations, financial condition or valu e of, or obligations in respect of, [COMPANY] or that preve nts or materially delays the ability of [COMPANY] to timely perform its obligations under this Agreement or any Transaction Document or to consummate the Contempl ated Transactions ; provided, that none of the following, either alone or in combination, shall be considere d in determining whether there has been a or a breach of a representat ion, warranty, covenant or agreement that is qualified b y the term : ( a ) events, circumstances, changes ( including legal and regulat ory changes ) or effects that generally affect the i ndustries or segments thereof in which [COMPANY] operates, ( b ) general business, economic or political conditions ( or changes therein ) or events, circumstances, changes or effec ts affecting the securities markets generally, ( c ) changes arising from the consummation of the Contemplated T ransactions, or the announcement of the execution o f, or any action taken pursuant to or in furtherance of, this Agreement or at the request of or by TNK, Sorr ento or any of their Affiliates or Representatives, or ( d ) any event, circumstance, change or effect caused by act s of terrorism or war ( whether or not declared ) occurring after th e Agreement Date, and provided, further, that, any event, circumstance, change or condition in each case of c lause ( a ) and ( b ), will be considered in determinin g whether there has been a to the extent it materially and adversely dispro portionately affects [COMPANY] taken as a whole, relative to ot her businesses operating in the industries or segme nts thereof in which [COMPANY] operates . means that number of shares of [COMPANY] ’s Serie s A Preferred Stock equal to 25.0 % of [COMPANY] ’s outstanding shares of capital stock on the Closing Date, calculated on a fully - d iluted basis after giving effect to ( i ) the issuance of such sha res of 2 [COMPANY] ’s Series A Preferred Stock to TNK and as suming full exercise of all outstanding options, wa rrants and other rights to purchase capital stock of Celularit y and full conversion of all securities convertible into capital stock of [COMPANY] and including all shares reserv ed or authorized for issuance under [COMPANY] ’s eq uity or other plans, ( ii ) the issuance of [COMPANY] securities pursuant to the Merger Agreement, ( iii ) the issuance of [COMPANY] securities pursuant to t he Financing, and ( iv ) the issuance of any [COMPANY] securities pursuant to the [ … * * * … ] Acquisition ; provided, however, that the foregoing shall not give effect to any continge nt warrants issued to Investors in the Financing th at are exercisable in connection with [COMPANY] ’s initial public offering in the event the initial public of fering is not priced at an agreed upon multiple ( the ) as long as the equity ownership levels of all ho lders of [COMPANY] securities ( excluding in their capacity as Warrants holders ) are diluted on a pro rata basi s by such Warrants