definiens: means any change, event, development oreffect that has been, is, or would reasonably be expected to be, individually or in the aggregatewith all other changes, events, developments and effects, materially adverse to ( i ) the business, assets ( including the Product ), financial condition or results of operations of the Company and itsSubsidiaries, taken as a whole or ( ii ) the ability of the Company or any of its Subsidiaries toconsummate the transactions contemplated hereby, other than, in the case of clauses ( i ) and ( ii),any change, event, development or effect to the extent resulting from any of the following:(A ) changes in the general economic, regulatory or political conditions or the securities, credit orfinancial markets in the United States or any foreign jurisdiction, ( B ) general changes ordevelopments in the industries in which the Company and its Subsidiaries operate, ( C ) changesin Law or GAAP or other applicable accounting standards or the interpretation thereof, ( D)changes resulting from compliance with the terms of, or the taking of any actions required by, thisAgreement, any of the other agreements contemplated hereunder or the transactionscontemplated hereby or thereby, ( E ) any matters disclosed in the Disclosure Schedule ( excludingany material changes in the facts or circumstances relating to such matters arising after the dateof this Agreement ), ( F ) the failure of the Company to meet any financial forecast, projection, estimate, prediction or models ( but not the underlying cause of such failure ), ( G ) the executionand delivery of this Agreement or the Other Transaction Documents, the performance by anyParty of its obligations hereunder or thereunder or the public announcement ( including theidentity of, or any facts or circumstances relating to, Buyer, Merger Sub or their respectiveAffiliates ) or the pendency of any of the transactions contemplated hereby or thereby, includingthe impact thereof on the relationships, contractual or otherwise, of the Company or anySubsidiary with its employees or with any other third party, or ( H ) any earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditionsand other force majeure events in the United States or any other country or region in the world, terrorism, military action or war ( whether or not declared ) or other geopolitical conditions,6 * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934and has been filed separately with the Securities and Exchange Commission.except, in the case of the foregoing clauses ( A ) through ( C ) and ( H ), to the extent such changesor developments referred to therein would reasonably be expected to have a materiallydisproportionate impact on the Company and its Subsidiaries, taken as a whole, relative to otherPersons operating in the industry sector or sectors in which the Company and/or its Subsidiariesoperate in the ordinary course of business