definiens: means, with respect to the Company, any Effect that ( 1 ) would reasonably be expected to have, a material adverse effect on the business, financial condition or results of operations of the Acquired Companies taken as a whole, or ( 2 ) would reasonably be e xpected to prevent or materially delay the Company from consummating the Offer and the Merger ; provided that in no event shall any of the following ( alone or in combination ), or any Effect to the extent arising out of or resulting from any of the following ( alone or in combination ), be taken into account in determining whether a Company Material Adverse Effect has occurred or may, would or could occur : ( i ) changes in the Company ’s stock price or trading volume ( provided that the exception in this cl ause ( i ) shall not prevent or otherwise affect a determination that any Effect underlying such failures has resulted in, or contributed to, a Company Material Adverse Effect ) ; ( ii ) any failure by the Company to meet, or changes to, public estimates or forecasts of revenues, earnings or other financial metrics, or any failure by the Company to meet any internal projections, forecasts or budgets of revenues, earnings or other financial metrics ( provided that the exception in this clause ( ii ) shall not prevent or otherwise affect a determination that any Effect underlying such failures has resulted in, or contributed to, a Company Material Adverse Effect ) ; ( iii ) general business, economic or political conditions, including a government shutdown, in the United States or any other country or region in the world, or changes therein ; ( iv ) conditions in the financial, credit, banking, capital or currency markets in the United States or any other country or region in the world, or changes therein, including ( A ) changes in interest rates in the United States or any other country and changes in exchange rates for the currencies of any countries and ( B ) any suspension of trading in securities ( whether equity, debt, derivative or hybrid securities ) gene rally on any securities exchange or over - the - counter market operating in the United States or any other country or region in the world ; ( v ) changes in general conditions in an industry in which the Acquired Companies operate or in any specific juris diction or geographical area in the United States or elsewhere in the world ; ( vi ) acts of hostilities, war, sabotage, cyberterrorism, terrorism or military actions ( including any outbreak, escalation or general worsening of any such acts of hostiliti es, war, sabotage, cyberterrorism, terrorism or military actions ) in the United States or any other country or region in the world ; ( vii ) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires, weather conditions or other natural or man -made disasters or acts of God in the United States or any other country or region in the world, or any escalation of the foregoing ; ( viii ) any pandemic ( including precautionary or emergency measures, recommendations, protocols or orders taken or issued by any Person in response to the COVID -19 pandemic ), epidemic, plague, or other outbreak of illness or public health event ; ( ix ) the execution or announcement of this Agreement or the pendency or consummation of the Transactions, including th e impact thereof on the relationships, contractual or otherwise, of the Acquired Companies with employees, customers, investors, contractors, lenders, suppliers, vendors, partners, licensors, licensees, payors, Governmental Entities or other Third Parties related thereto or any litigation, or the identity of Parent or any of its Affiliates as the acquiror of the Company, or any facts or circumstances concerning Parent or any of its Affiliates ; 5 ( x ) ( A ) any action taken, or failure to take any action, in each case to which Parent has in writing approved, consented to or requested, ( B ) any action taken in compliance with the terms of, or the taking of any action required by, this Agreement or ( C ) the failure to take any action prohibited by t his Agreement ; ( xi ) changes or proposed changes in Law, regulation or other legal or regulatory conditions ( or the enforcement or interpretation of any of the foregoing ) ; ( xii ) changes or proposed changes in GAAP or other accounting standards ( or the enforcement or interpretation of any of the foregoing ) ; ( xiii ) the availability or cost of equity, debt or other financing to Parent, Merger Sub or the Surviving Corporation ; ( xiv ) any ( A ) demand or Legal Proceeding existing as of the dat e hereof or arising out of any action or inaction described in clause ( x ) above or ( B ) Transaction Litigation, including for appraisal of the fair value of any shares of Company Common Stock pursuant to the DGCL in connection herewith ; and ( xv ) any r egulatory, preclinical, clinical, competitive, pricing, manufacturing, reimbursement or supply chain outcomes, events, changes, effects, occurrences, circumstances or developments relating to or affecting any Company Product or activity ( including ( A ) any suspension, rejection, refusal of, request to refile or any delay in obtaining, making, or maintaining any regulatory application or filing relating to any Company Product, ( B ) any negative regulatory actions, requests, recommendations, determinations or d ecisions of any Governmental Entity relating to any Company Product or the manufacture or commercialization thereof, or any other regulatory or preclinical or clinical development relating to any Company Product, ( C ) any outcomes of preclinical or clinical studies, trials, tests, results, adverse events, side effects or safety observations, or announcements of any of the foregoing, with respect to any Company Product, ( D ) any delay, hold or termination of any preclinical or clinical study, trial or test or any delay, hold or termination of any planned application for investigational new drug application or application for marketing approval with respect to any Company Product whether such delay, hold, or termination is imposed by Government Entities or an ou tside institutional review board or ethics committee, ( E ) any preclinical or clinical studies, trials, tests, results, adverse events, side effects or safety observations, or announcements of any of the foregoing, with respect to any product or product can didate competitive with or related to any Company Product, ( F ) FDA approval ( or other preclinical or clinical or regulatory developments ), market entry or threatened market entry of any product or product candidate competitive with or related to any Compan y Product, including any generic versions of any Company Product, ( G ) any production or supply chain disruption affecting the manufacture of any Company Product or ( H ) any recommendations, statements, decisions or other pronouncements made, published or proposed by professional medical organizations, payors, Governmental Entities or representatives of any of the foregoing, or any panel or advisory body empowered or appointed thereby, relating to any Company Product or any products or product candidates of any competitors of the Company ) ; provided that, in each of the foregoing clauses ( iii ), ( iv ), ( v ), ( viii ), ( xi ) and ( xii ), such Effects referred to therein may be taken into account to the extent that the Company is materially disproportionally affected rel ative to other similarly -situated companies in the industry in which the Acquired Companies operate, in which case only the incremental disproportionate impact or impacts may be taken into account in determining whether or not there has been a Company Mate rial Adverse Effect