definiens: shall mean any change, effect, development, circumstance, condition or worsening thereof ( ) that, individually or when taken together with all otherEffects that exist at the date of determination, ( i ) has had or would reasonably be likely to have a material adverse effect on thebusiness, operations, results of operations or condition ( financial or otherwise ) of the Company and the CompanySubsidiaries, taken as a whole ; or ( ii ) would reasonably be expected to directly or indirectly materially impair the validity orenforceability of this Agreement, prevent or materially delay the consummation of the transactions contemplated by thisAgreement or subject Parent or Purchaser to criminal or material civil liability in connection with the transactionscontemplated by this Agreement ; provided, however, that none of the following shall be deemed either alone or incombination to constitute, and none of the following shall be taken into account in determining whether there has been orwould be, a Company Material Adverse Effect : ( A ) any Effect that results from general economic, business, financial or marketconditions in the United States or global economy as a whole ; ( B ) any Effect arising from or otherwise relating to any of theindustries or industry sectors in which the Company or any of the Company Subsidiaries operates to the extent that it does notdisproportionately affect the Company and the Company Subsidiaries ( taken as a whole ) relative to other participants in themedical device industry ; ( C ) any Effect arising from or otherwise relating to any act of terrorism, war, national or internationalcalamity or any other similar event ; ( D ) any Effect ( including any loss of employees, any cancellation of or delay in customerorders or any litigation ) arising from or otherwise relating to the announcement or pendency of this Agreement, the Offer orthe Merger ; ( E ) the failure of the Company to meet internal or analysts ’ expectations or projections, in and of itself ( for theavoidance of doubt, this clause ( E ) shall not preclude the underlying cause of any such failure to meet internal or analysts’expectations or projections being taken into account in determining whether there has been a Material Adverse Effect ) ; ( F)any Effect arising from or otherwise relating to any action required by this Agreement to be taken by the2Company or any Company Subsidiary ; or ( G ) a decline in the Company ’s stock price, in and of itself ( for the avoidance ofdoubt, this clause ( G ) shall not preclude Parent from asserting that the underlying cause of any such decline in the Company’sstock price being taken into account in determining whether there has been a Material Adverse Effect )