definiens: means any event, occurrence, fact, condition, or change that is, or would reasonably be expected to become, individually or in the aggregate, materially adverse to : ( a ) the business, results of operations, condition ( financial or otherwise ), or assets of Buyer and its Subsidiaries, taken as a whole ; or ( b ) the ability of Buyer to consummate the transactions contemplated hereby on a timely basis ; provided, however, that, for the purposes of clause ( a ), an Aytu Material Adverse Effect shall not be deemed to include events, occurrences, facts, conditions or changes arising out of, relating to, or resulting from : ( i ) changes generally affecting the economy, financial, or securities markets ; ( ii ) the announcement of the transactions contemplated by this Agreement ; ( iii ) any outbreak or escalation of war or any act of terrorism ; or ( iv ) general conditions in the industry in which Buyer and its Subsidiaries operate ; provided further, however, that any event, change, and effect referred to in clauses ( i ), ( iii ), or ( iv ) immediately above shall be take n into account in determining whether an Aytu Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such event, change, or effect has a disproportionate effect on Buyer and its Subsidiaries, taken as a whole, comp ared to other participants in the industries in which Buyer and its Subsidiaries conduct their businesses