definiens: means any Effect that, individually or taken together in the aggregate, is, or would reasonably be expected to ( a ) be, materially adverse to the business, assets, properties, condition ( financialor otherwise ) or results of operations of [COMPANY] and the [COMPANY] Subsidiaries, taken as a whole ; provided that noneof the following will be deemed, either alone or in combination, to be or constitute an or be taken into account when determining whether an has occurred or may, would or could occur : ( 1 ) conditions in the industry in which [COMPANY] and the [COMPANY] Subsidiaries operate, ( 2 ) generaleconomic conditions within the U.S. or any other country, ( 3 ) conditions in the securities markets, credit markets, currency markets or other financial markets in the United States or any other country, ( 4 ) political conditions in theUnited States or any other country or acts of war, sabotage or terrorism in the United States or any other country, ( 5)earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weatherconditions and other force majeure events in the United States or any other country, ( 6 ) changes in Law or other legalor regulatory conditions or changes in GAAP or other accounting standards, ( 7 ) changes in [COMPANY] ’s stock price orthe trading volume of [COMPANY] ’s stock, or any failure by [COMPANY] to meet any public estimates or expectations ofBioTime ’s revenue, earnings or other financial performance or results of operations for any period, but not, in eachcase, the underlying cause of such changes or failures, ( 8) Effects directly resulting from the announcement of thisAgreement or the pendency of the Transactions, including any loss of employees and ( 9 ) the taking of any actionexplicitly contemplated hereby ( except any actions taken in the ordinary course of business in accordance withSection 5.2(a ) ), except, in the case of each of clauses ( 1 ) through ( 6 ), to the extent such Effects disproportionatelynegatively affect [COMPANY], in any material negative respect relative to other companies of comparable size in thesame industries and geographies in which [COMPANY] operate or ( b ) prevent, materially delay or materially impede theperformance by [COMPANY] of its obligations under this Agreement or the consummation of the Merger or any of theTransactions