definiens: means any change, circumstance, development, state of facts, event or effect ( i ) that has had or would reasonably be expectedto have a material adverse change or effect ( taken alone or in the aggregatewith any other adverse change or effect ) in or with respect to the business, properties, assets or financial condition of the party to whom the condition isattributed or ( ii ) that would reasonably be expected to prevent or materiallyimpede, interfere with, hinder or delay the consummation of the Merger or theother transactions contemplated by this Agreement ; in each case excludingeffects resulting from ( i ) the announcement or pendency of the Merger, ( ii)general economic conditions, ( iii ) conditions affecting the drug discovery anddevelopment product or service, in vitro screening assay or insilico predictivescreening industry generally and, ( iv ) actions taken by any Person at thespecific request or with the agreement or consent of Company ( if such Person isBuyer or Merger Sub ), Buyer ( if such Person is Company ) or Surviving Corporation(if such Person is Buyer, Company or Stockholder 's Representative )