definiens: means any material adverse change, effect, event, circumstance or deve lopment with respect to, or material adverse effect on, the business, assets, liabilities, capitalization, cond ition ( financial or other ), or results of operation s of Public Company and its Subsidiaries, taken as a whole ; pro vided, however, that none of the following, to the extent arising after the date of this Agreement, shall be deemed to be a Public Company Material Adverse Effe ct : any change or event caused by or resulting from ( A ) cha nges in prevailing economic or market conditions in the United States or any other jurisdiction in which su ch entity has substantial business operations ( exce pt to the extent those changes have a disproportionate effect on Public Company and its Subsidiaries relative to the other participants in the industry or industries in which Public Company and its Subsidiaries operate ), ( B ) changes or events affecting the industry or industries in whic h Public Company and its Subsidiaries operate gener ally ( except to the extent those changes or events have a disproportionate effect on Public Company and its Subsidiaries relative to the other participants in the industry or industries in which Public Company and its Subsidiaries operate ), ( C ) changes in generally acc epted accounting principles or requirements applica ble to Public Company and its Subsidiaries ( except - 42 - to the extent those changes have a disproportionate effect on Public Company and its Subsidiaries rela tive to the other participants in the industry or industries in which Public Company and its Subsidiaries operate ), ( D ) changes in laws, rules or regulations of general ap plicability or interpretations thereof by any Gover nmental Entity ( except to the extent those changes have a d isproportionate effect on Public Company and its Su bsidiaries relative to the other participants in the industry or industries in which Public Company and its Subsi diaries operate ), ( E ) any natural disaster or any outbreak of major hostilities in which the United States is involved or any act of terrorism within the United States or di rected against its facilities or citizens wherever located ( except to the extent those changes or events have a dispro portionate effect on Public Company and its Subsidi aries relative to the other participants in the industry or industries in which Public Company and its Subsi diaries operate ) ; ( F ) a change in the public trading price of Public Company Common Stock or the implications thereof, ( G ) a change in the trading volume of Public Compan y Common Stock, ( H ) any failure by Public Company t o meet any public estimates or expectations of Public Company ’s revenue, earnings or other financial per formance or results of operations for any period, or ( I ) any failure by Public Company to meet any guidance, bu dgets, plans or forecasts of its revenues, earnings or oth er financial performance or results of operations ( but not, in the case of ( F ) through ( I ), the underlying cause of su ch changes or failures, unless such changes or fail ures would otherwise be excepted from this definition ) . For th e avoidance of doubt, the parties agree that the te rms and as used in this Agreement with an initial lower case sh all have their respective customary and ordinary meanings, w ithout regard to the meanings ascribed to Public Co mpany Material Adverse Effect or Otic Pharma Material Adv erse Effect, in each case as defined in this Agreem ent