definiens: means a material adverse effect on ( i ) the financial condition, business, assets or results of operations of the Company and its Subsidiaries, taken as a whole, excluding any such effect tothe extent resulting from ( A ) changes in general economic or political conditions or the financial or capital markets inthe United States or elsewhere in the world, ( B ) changes generally affecting the cancer molecular testing industry inwhich the Company and its Subsidiaries operate, including reimbursement coverage or payor rules or policiesaffecting products or services generally in such industry, ( C ) acts of war, sabotage or terrorism or natural orman - made disasters, ( D ) the announcement, pendency or performance of the transactions contemplated by thisAgreement, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, licensors, 3licensees, partners or employees of the Company or any of its Subsidiaries ( it being understood that this clause(D ) shall not apply to the term as used in, or as used in paragraph ( c)(iii ) of AnnexI with respect to, any representation or warranty contained in this Agreement to the extent that such representationand warranty expressly addresses the consequences resulting from the execution and delivery of this Agreement, theannouncement or pendency of this Agreement, the consummation of the transactions contemplated hereby, or theperformance of obligations hereunder or thereunder ), ( E ) the identity of Parent as the investor in the Company or ofParent or one of its Affiliates as party to this Agreement or any facts or circumstances concerning Parent or any of itsAffiliates, including their respective relationships with any customers, suppliers, distributors, licensors, licensees orpartners of the Company or any of its Subsidiaries, ( F ) changes or prospective changes in GAAP or Applicable Law(or interpretation or enforcement thereof ), ( G ) changes in the market price or trading volume of the Shares ( providedthat, to the extent not subject to any of the other exceptions herein, any fact, condition, change, development orevent underlying or that contributed to such changes may be taken into account in determining whether there hasbeen a Company Material Adverse Effect ), ( H ) the failure of the Company and its Subsidiaries to meet internal oranalysts ’ expectations or projections, performance measures, operating statistics or revenue or earnings predictions(provided that, to the extent not subject to any of the other exceptions herein, any fact, condition, change, development or event underlying or that contributed to such failure may be taken into account in determining whetherthere has been a Company Material Adverse Effect ), or ( I ) any action taken by the Company or any of its Subsidiariesat the written direction of Parent, or in accordance with the express terms of this Agreement, other than, in the caseof clause ( A ), ( B ), ( C ) or ( F ), for such changes or events that have a disproportionate effect on the Company and itsSubsidiaries, taken as a whole, relative to other participants in the cancer molecular testing industry in which theCompany and its Subsidiaries operate ( which shall be taken into account in determining whether there has been aCompany Material Adverse Effect but only to the extent of the incremental disproportionate effect thereof ), or ( ii ) theCompany ’s ability to consummate the Offer and the Merger