definiens: means, when used in connection with the Company, any event, circumstance, change or effectthat, individually or when considered with any other events, circumstances, changes and effects, is or could reasonably beexpected to be any one or more of the following : ( a ) materially adverse to the business, assets, liabilities, condition ( financialor otherwise ) or results of operations of the Company taken as a whole ; or ( b ) prevent or materially delay the consummationof the Transactions ; provided, however, that, without limiting the generality of what shall not constitute a, the term 10***Certain confidential information contained in this document, marked with 3 asterisks ( * * * ), has been omitted and filedseparately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, asamended . shall not include any ( i ) event, circumstance, change or effect arising from general economic andmarket conditions, or any change in Laws and regulations or interpretations thereof, that does not disproportionately affect theCompany, relative to other companies of the same size and development stage in the industry in which the Company conductsits business ; ( ii ) actions or omissions of the Company taken with the prior written consent of Parent or Merger Sub ; or ( iii ) theeffects of compliance with this Agreement on the Company, including expenses incurred by the Company in consummatingthe transactions contemplated by this Agreement