definiens: means any Effect that, considered together with all other Effects that have occurred prior tothe date of determination of the occurrence of the Zordich Material Adverse Effect, has or would reasonably be expected to have a materialadverse effect on the business, financial condition, assets, liabilities or results of operations of Zordich or any of its Subsidiaries, taken as awhole ; provided, however, that Effects arising or resulting from the following shall not be taken into account in determining whether there hasbeen a Zordich Material Adverse Effect : ( a ) the announcement of the Agreement or the pendency of the Contemplated Transactions ; ( b ) anychange in the stock price or trading volume of Zordich Common Stock ; ( c ) changes in the trading price or trading volume of Zordich CommonStock ( provided, however, that, a delisting of Zordich Common Stock on Nasdaq shall constitute a Zordich Material Adverse Effect, providedthat the Company has not refused or unreasonably delayed its consent to reasonable actions by Zordich to maintain the listing of ZordichCommon Stock on Nasdaq ) ; ( d ) the taking of any action, or the failure to take any action, by Zordich that is required to comply with theterms of the Agreement or the taking of any action expressly permitted by Section 5.1(b ) of the Zordich Disclosure Schedule ; ( e ) any naturaldisaster or any act or threat of terrorism or war anywhere in the world, any armed hostilities or terrorist activities anywhere in the world, anythreat or escalation or armed hostilities or terrorist activities anywhere in the world or any governmental or other response or reaction to anyof the foregoing ; ( f ) any change in GAAP or applicable Law or the interpretation thereof or ( g ) general economic or political conditions orconditions generally affecting the industries in which Zordich or any of its Subsidiaries operates ; except, in each case with respect toclauses ( e ), ( f ) and ( d ), to the extent disproportionately affecting Zordich or any of its Subsidiaries relative to other similarly situatedcompanies in the industries in which Zordich or any of its Subsidiaries operates