definiens: means an occurrence, change or event which ( x ) ha s had or would reasonably be expected to have a material adverse e ffect on the Business, the Transferred Assets and t he Product ( including the revenues and profits relating to the Product, and the manufacture, distribution and sal e of the Product ) taken as a whole or ( y ) prevents, material ly delays or materially impacts the Seller Parties ’ ability to consummate the transactions contemplated by this Ag reement, except in the case of clause ( x ) any such effect resulting from or arising in connection with ( i ) te mporary disruptions resulting from the negotiation, execution, delivery, public announcement or pendency of this A greement or the transactions contemplated hereby ( including any potential or actual disruptions of c ustomer demand or purchase orders, or relationships with employees, customers, business partners, suppliers or other constituencies of Seller resulting from th e public announcement of this Agreement or the transactions contemplated hereby ), ( ii ) changes or conditions af fecting the industry or market in which the Business operat es, ( iii ) any change in Applicable Law or policies, mandates, guidelines or other requirements of any Governmenta l Authority or the enforcement or interpretation th ereof ( including with respect to any guidelines issued by the Centers for Medicare and Medicaid Services ), ( iv ) changes in GAAP or regulatory accounting principles, ( v ) changes in regulatory or political conditions generally, ( vi ) changes or developments in financial, banking or securities markets, ( vii ) acts of war, sabotage, terrorism or natural disasters, ( viii ) any failure by Seller to meet its financial projections for the Business ; provided that this clause ( viii ) shall not preclude any underlying cau se 3 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED of such failure from constituting a Material Advers e Effect ( but only to the extent such underlying ca use is not otherwise excepted from the definition of ), ( ix ) any action taken ( or omitte d to be taken ) at the written request of Buyer, or ( x ) any action taken by the Seller Parties that is expressl y required by this Agreement ; provided, however, in case of clauses ( ii ), ( iii ), ( v ) and ( vi ), onl y to the extent such change or development does not have a materially disproportio nate adverse effect on the Business relative to sim ilarly situated participants operating in the same industr y or market as the Business ( it being understood th at in no event shall any such change or development that doe s not have a materially disproportionate adverse ef fect on the Product relative to Buyer ’s Apligraf product ( a s a treatment of diabetic foot ulcers ) be considere d to be a for pu rposes of this proviso )