definiens: means any event, state of facts, circumstance, development, changeor effect that, individually or in the aggregate with all other events, states of fact, circumstances, developments, changes andeffects ( i ) is or is reasonably likely to be materially adverse to the business, assets, liabilities, properties, condition ( financialor otherwise ) or results of operations of the Company and its Subsidiaries, taken as a whole, other than any event, state offacts, circumstance, development, change or effect resulting from ( A ) changes in general economic market conditions,(B ) general changes or developments in the industries in which the Company and its Subsidiaries operate ; ( C ) changes in theprice or trading volume of the Common Stock ( provided that the underlying changes, events, occurrences, state of facts ordevelopments that caused or contributed to any such change may otherwise be taken into consideration in determiningwhether a Company Material Adverse Effect has occurred ), ( D ) changes in GAAP, ( E ) that can be directly attributed to theannouncement or performance of this Agreement and the transactions contemplated hereby, including compliance with thecovenants set forth herein and the identity of Parent as the acquiror of the Company, or any action taken or omitted to betaken by the Company at the written request or with the prior written consent of Parent or Purchaser, ( F ) any failure by theCompany to meet revenue or earnings projections, in and of itself ( provided that the underlying changes, events, occurrences, states of facts or developments that caused or contributed to such failure to meet published revenue or earnings projectionsmay otherwise be taken into consideration in determining whether a Company Material Adverse Effect has occurred ) or(G ) the reaffirmation by the FDA of the clinical hold on Rambazole ™ ( H ) acts of war or terrorism or natural disasters, except, in the case of the foregoing clauses ( A ), ( B ), ( D ) and ( H ) to the extent such changes or developments referred to therein have adisproportionate impact on the Company and its Subsidiaries, taken as a whole, relative to other industry participants ; or(ii ) would prevent or materially impair or materially delay the ability of the Company to perform its obligations under thisAgreement or to consummate the transactions contemplated hereby