definiens: means any circumstance, event, change in, or effect on, [COMPANY] andBuyer or their business that, either alone or in combination with any other circumstances, events, changes in, or effects on, [COMPANY] and Buyer or their business is, or is would reasonably be expected to have a material adverse effect on the ability ofClarient and Buyer to consummate the transactions contemplated by this Agreement ; provided, however, that none of thefollowing shall be deemed to constitute or be taken into account in determining whether there has been or will or could be a : ( 1 ) any change resulting from or arising out of general market, economic or politicalconditions ( including any change arising out of acts of war, weather conditions or other force majeure events ), ( 2 ) any changein the price or trading value of [COMPANY] ’s securities, in and of itself or ( 3 ) any change in the industries in which [COMPANY] andBuyer conduct their business, provided that in the case of ( 1 ) or ( 3 ) such changes do not have a substantially disproportionateimpact on Buyer and [COMPANY] as compared to other similarly situated participants in the industries in which they conduct theirbusiness