definiens: means any Effect that, individually or taken together in the aggregate, is, or would reasonably be expected to ( a ) be, materially adverse to the business, assets, properties, condition ( financialor otherwise ) or results of operations of [COMPANY] ; provided that none of the following will be deemed, either alone or incombination, to be or constitute an or be taken into account when determiningwhether an has occurred or may, would or could occur : ( 1 ) conditions in theindustry in which [COMPANY] operates, ( 2 ) general economic conditions within the U.S. or any other country, ( 3)conditions in the securities markets, credit markets, currency markets or other financial markets in the United Statesor any other country, ( 4 ) political conditions in the United States or any other country or acts of war, sabotage orterrorism in the United States or any other country, ( 5 ) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other force majeure events in the UnitedStates or any other country, ( 6 ) changes in Law or other legal or regulatory conditions or changes in GAAP or otheraccounting standards, ( 7 ) changes in [COMPANY] ’ stock price or the trading volume of [COMPANY] ’ stock, or any failure byAsterias to meet any public estimates or expectations of [COMPANY] ’ revenue, earnings or other financial performance orresults of operations for any period, but not, in each case, the underlying cause of such changes or failures, ( 8)Effects directly resulting from the announcement of this Agreement or the pendency of the Transactions, includingany loss of employees and ( 9 ) the taking of any action explicitly contemplated hereby except any actions taken in theordinary course of business in accordance with Section 5.1(a ), except, in the case of each of clauses ( 1 ) through ( 6),to the extent such Effects disproportionately negatively affect [COMPANY], in any material negative respect relative toother companies of comparable size in the same industries and geographies in which [COMPANY] operate or ( b ) prevent, materially delay or materially impede the performance by [COMPANY] of its obligations under this Agreement or theconsummation of the Merger or any of the other Transactions