definiens: shall mean any change, effect, development, circumstance, condition or worsening thereof ( ) that, individually or when taken together with all other Effects thatexist at the date of determination, ( i ) has had or would reasonably be likely to have a material adverse effect on the business, operations, results of operations or condition ( financial or otherwise ) of the Company and the Company Subsidiaries, taken asa whole ; or ( ii ) would reasonably be expected to directly or indirectly materially impair the validity or enforceability of thisAgreement, prevent or materially delay the consummation of the transactions contemplated by this Agreement or subjectParent or Purchaser to criminal or material civil liability in connection with the transactions contemplated by this Agreement;provided, however, that none of the following shall be deemed either alone or in combination to constitute, and none of thefollowing shall be taken into account in determining whether there has been or would be, a Company Material Adverse Effect:(A ) any Effect that results from general economic, business, financial or market conditions in the United States or globaleconomy as a whole ; ( B ) any Effect arising from or otherwise relating to any of the industries or industry sectors in which theCompany or any of the Company Subsidiaries operates to the extent that it does not disproportionately affect the Companyand the Company Subsidiaries ( taken as a whole ) relative to other participants in the medical device industry ; ( C ) any Effectarising from or otherwise relating to any act of terrorism, war, national or international calamity or any other similar event;(D ) any Effect ( including any loss of employees, any cancellation of or delay in customer orders or any litigation ) arising fromor otherwise relating to the announcement or pendency of this Agreement, the Offer, the Merger or any prior or subsequentoffer, proposal or possible transaction with, by or involving Parent, Purchaser, Beckman or any affiliate thereof ; ( E ) the failureof the Company to meet internal or analysts ’ expectations or projections, in and of itself ( for the avoidance of doubt, thisclause ( E ) shall not preclude the underlying cause of any such failure to meet internal or analysts ’ expectations or projectionsbeing taken into account in determining whether there has been a Material Adverse Effect ) ; ( F ) any Effect arising from orotherwise relating to any action required by this Agreement to be taken by the Company or any Company Subsidiary ; or ( G ) adecline in the Company ’s stock price, in and of itself ( for the avoidance of doubt, this clause ( G ) shall not preclude Parentfrom asserting that the underlying cause of any such decline in the Company ’s stock price being taken into account indetermining whether there has been a Material Adverse Effect )