definiens: means ( x ) any event, change, circumstance, occurrence, effect or state of facts that ( A ) is or would reasonably be expected to be, individually or inthe aggregate, materially adverse to the business, assets, condition ( financial or otherwise ), or results of operations ofthe Parent, Assertio, Merger Sub and their respective Subsidiaries, taken as a whole or ( B ) materially impairs theability of Parent, Assertio or Merger Sub to consummate the Merger or any of the other transactions contemplated bythis Agreement ; provided, however, that in the case of clause ( A ) only, Assertio Material Adverse Effect shall notinclude any event, change, circumstance, occurrence, effect or state of facts to the extent resulting from ( 1 ) changesor conditions generally affecting the industries in which Assertio and its Subsidiaries operate, or the economy or thefinancial, debt, banking, capital, credit or securities markets, in the United States, including effects on suchindustries, economy or markets resulting from any regulatory and political conditions or developments in general,(2 ) the outbreak or escalation of war or acts of terrorism or any natural disasters, acts of God or comparable events, epidemic, pandemic or disease outbreak ( including the COVID-19 virus ), ( 3 ) changes in applicable Law or GAAP, orthe interpretation or enforcement thereof after the date of this Agreement, ( 4 ) the public announcement of thisAgreement or the pendency of this Agreement, ( 5 ) any failure, in and of itself, by Assertio to meet any internal orpublished projections, forecasts, estimates, or predictions in respect of revenues, earnings, or other financial oroperating metrics for any period ( it being understood that the facts or occurrences giving rise to or contributing to suchfailure may be deemed to constitute, or be taken into account in determining whether there has been or wouldreasonably be expected to become, an Assertio Material Adverse Effect, to the extent permitted by this definition andnot otherwise excepted by a clause of this proviso ) ; ( 6 ) any change, in and of itself, in the market price or tradingvolume of Assertio ’s or Parent ’s securities or in its credit ratings ( it being understood that the facts or occurrencesgiving rise to or contributing to such change may be deemed to constitute, or be taken into account in determiningwhether there has been or would reasonably be expected to become, an Assertio Material Adverse Effect, to theextent permitted by this definition and not otherwise excepted by a clause of this proviso ) ; or ( 7 ) any specific actiontaken ( or omitted to be taken ) by Parent, Assertio, Merger Sub and their respective Subsidiaries at or with the expresswritten direction or written consent of the Company ; provided, that, with respect to clauses ( 1 ), ( 2 ) and ( 3 ), the impactof such event, change, circumstance, occurrence, effect or state of facts is not disproportionately adverse to Parent, Assertio, Merger Sub and their respective Subsidiaries, taken as a whole, as compared to other participants in theindustries in which Assertio and its Subsidiaries operate