definiens: means any change event, circumstance, development o ccurrence or effect that individually or taken together with any other chang e event, circumstance, development occurrence or ef fect is, or would reasonably be expected to be, materially adve rse to the Business, operations, condition ( financi al or otherwise ), assets, or results of operations of the Company, taken as a whole ; provided, however, that none of the following shall be deemed, either alone or in combi nation, to constitute, and no change, event, circum stance, development, occurrence or effect arising from or a ttributable or relating to any of the following sha ll be taken into account in determining whether there has been a Material Adverse Effect : ( a ) the public announcem ent or pendency of this Agreement, the Merger Agreement or any of the transactions contemplated herein, inclu ding the impact thereof on the relationships of the Comp any with suppliers, consultants, employees or indep endent contractors or other third parties with whom the Co mpany has any relationship, ( b ) [ * * * ] ( c ) the takin g of any action required by this Agreement, or otherwise tak en with the written consent of Optionee, ( d ) any br each by Optionee or Merger Sub of this Agreement, the Merge r Agreement or the Confidentiality Agreement, ( e ) [ * * * ] or ( f ) [ * * * ] or ( g ) [ * * * ]