definiens: means any day other than a day on which banks in Boston, Massachusetts are required orauthorized to be closed ; 69 ( g ) means any inquiry, proposal or offer received after the date hereof fromany person or group of persons other than AVANT relating to ( i ) any direct or indirect acquisition ( in one or a series of relatedtransactions ) of ( A ) more than 25 % of the assets of [COMPANY] and its subsidiaries, taken as a whole, ( B ) a sale, lease, exchange, license, mortgage, transfer or other disposition of 25 % or more of the assets of [COMPANY] and its subsidiaries, taken as a wholeor ( C ) shares of capital stock of other securities of [COMPANY] representing 25 % or more of the voting power of the capital stockof [COMPANY] or any of its subsidiaries ; ( ii ) any tender offer or exchange offer, as defined pursuant to the Exchange Act, that, ifconsummated, would result in any person or ( as such term is defined under the Exchange Act ) beneficially owning25 % or more of the outstanding equity securities of [COMPANY] ; ( iii ) any merger, consolidation, business combination, recapitalization, or similar transaction involving [COMPANY], other than the Merger pursuant to which the stockholders ofCelldex prior to consummation of such transaction would hold less than 50 % of the outstanding shares or equity interests ofthe surviving or resulting person or parent thereof ; ( iv ) a liquidation or dissolution of [COMPANY] ; or ( v ) any transaction which issimilar in form, substance or purpose to any of the foregoing transactions ( other than the Merger ) ; ( h ) means any event, circumstance, change or effect that, individually or inthe aggregate, is materially adverse to the business, properties, condition ( financial or otherwise ) or results of operations ofCelldex and its subsidiaries, taken as a whole or that has a material adverse effect on the ability of [COMPANY] and its subsidiariesto consummate the transactions contemplated by this Agreement, provided, however, that in no event shall any of thefollowing, to the extent occurring after the date hereof, alone or in combination with each other, be deemed to constitute, norshall any of the following be taken into account in determining whether there has been, a [COMPANY] Material Adverse Effect : ( A)any change in the market price or trading volume of the [COMPANY] Common Stock, ( B ) any change in general economic orbusiness conditions except to the extent that such changes have a materially disproportionate adverse effect on Celldexrelative to other similarly situated participants in the business or industry in which [COMPANY] operates, ( C ) any change infinancial or securities market conditions generally, except to the extent that such changes have a materially disproportionateadverse effect on [COMPANY] relative to other similarly situated participants in the business or industry in which [COMPANY] operates,(D ) any events, circumstances, changes or effects generally affecting the United States biotechnology industry except to theextent that such changes have a materially disproportionate adverse effect on [COMPANY] relative to other similarly situatedparticipants in the business or industry which [COMPANY] operates, ( E ) any change in legal, political or regulatory conditionsgenerally or in any geographic region in which the [COMPANY] or any of its subsidiaries operates, ( F ) the announcement of theexecution of this Agreement or anticipation of the Merger or the pendency thereof, ( G ) any events, circumstances, changes oreffects arising from the taking of any action required by this Agreement or the failure to take any action prohibited by thisAgreement, ( H ) acts of war, armed hostilities, sabotage or terrorism, or any escalation of any such acts of war, armed hostilities, sabotage or terrorism threatened or underway as of the date of this Agreement, except to the extent that such changes have amaterially disproportionate adverse effect on [COMPANY] relative to other similarly situated participants in the business orindustry and in any geographic region in which [COMPANY] operates or ( I ) any failure to meet any internal or publishedprojections, forecasts or revenue or earnings predictions for any period, or ( J ) changes in law or GAAP after the date of thisAgreement ; 70 ( i ) means any U.S. federal, state or local or foreign law, statute, ordinance, rule, regulation, permit, order, judgment or decree