definiens: means any change, event, circumstance, effect or occurrence that ( i ) has, or would bereasonably expected to have, a material adverse effect on the business, assets, condition ( financial or otherwise ) or results of operations ofthe Company and the Company Subsidiaries, taken as a whole, or ( ii ) prevents or materially delays the consummation of the Merger and theother Transactions or the ability of the Company to perform its obligations under this Agreement in any material respect ; provided, however, that for purpose of clause ( i ), none of the following shall be deemed either alone or in combination to constitute, and none of the followingshall be taken into account in determining whether there has been a Company Material Adverse Effect : any change, event, circumstance, effect or occurrence that results or arises from ( A ) general conditions in the industries in which the Company and the Company Subsidiariesoperate, ( B ) general economic or regulatory, legislative or political conditions ( or changes therein after the date hereof ) or securities, credit, financial or other capital markets conditions ( including changes after the date hereof generally in prevailing interest rates, currency exchangerates, credit markets and price levels or trading volumes ), in each case in the United States, the European Union or elsewhere in the world inwhich the Company or the Company Subsidiaries operate, ( C ) any change or prospective change in applicable Law or GAAP ( orinterpretation or enforcement thereof ), ( D ) any changes after the date hereof, in geopolitical conditions, the outbreak or escalation ofhostilities, any acts or threats of war ( whether or not declared ), sabotage, terrorism or any epidemics, or any escalation or worsening of anysuch acts or threat of war ( whether or not declared ), sabotage, terrorism or any epidemics, ( E ) any hurricane, tornado, flood, volcano, earthquake or other natural or man - made disaster or any other national or international calamity or crises, ( F ) the failure of the Company tomeet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operatingmetrics before, on or after the date of this Agreement, or changes or prospective changes in the market price or trading volume of theCompany Common Stock or the credit rating of the Company ( it being understood that the underlying facts giving rise or contributing to suchfailure or change may be taken into account in determining whether there has been a Company Material Adverse Effect if such facts are nototherwise excluded under this definition ), ( G ) the execution, announcement and pendency of any of the Transactions, including anyProceeding in respect of this Agreement or any Transactions, ( H ) any legal or related Proceedings made or brought by any of the current orformer stockholders of the Company ( on their own behalf or on behalf of the Company ) against the Company or the Company Board relatingto, in connection with or arising out of the Merger or the other Transactions, including Schedule 14D-9, ( I ) to the extent resulting from theannouncement of the Transactions and this Agreement, any loss of or change in relationship with any customer, supplier, vendor, serviceprovider, collaboration partner or any other business partner, or departure of any employee or officer, of the Company or any of the CompanySubsidiaries, ( J ) ( 1 ) any action taken by the Company or any of the Company Subsidiaries at Parent ’s written request or with Parent ’s writtenconsent or ( 2 ) the failure to take any action by the Company or any of the Company Subsidiaries to the extent that Parent fails to give itsconsent after receipt of a written request therefor if ( a ) that action is prohibited by this Agreement and ( b ) had such action been taken, noCompany Material Adverse Effect would have occurred, and ( K ) the identity of Parent, Merger Sub or their respective affiliates, except, inthe case of clause ( A ), ( B ), ( C ), ( D ) or ( E ), to the extent that the Company and the Company Subsidiaries, taken as a whole, aredisproportionately affected thereby as compared with other participants in the industries in which the Company and the CompanySubsidiaries operate ( in which case only the incremental disproportionate impact or impacts may be taken into account in determiningwhether there has been a Company Material Adverse Effect )