definiens: shall mean any effect, change, event orcircumstance ( each, an ) that, considered together with all other Effects, has a material adverse effect on : ( a ) thebusiness, financial condition, operations or results of operations of the Acquired Corporations taken as a whole ; provided, however, that, in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of thefollowing be taken into account in determining whether there has occurred, a Company Material Adverse Effect : Effectsresulting from ( i ) conditions generally affecting the industries in which the Acquired Corporations participate or the U.S. orglobal economy or capital markets as a whole, to the extent that such conditions do not have a disproportionate impact on theAcquired Corporations taken as a whole ; ( ii ) any failure by the Company or any of its Subsidiaries to meet internal projectionsor forecasts or third party revenue or earnings predictions for any period ending ( or for which revenues or earnings arereleased ) on or after the date of the Agreement ( it being understood, however, that any Effect causing or contributing to suchfailures to meet projections or predictions may constitute a Company Material Adverse Effect and may be taken into accountin determining whether a Company Material Adverse Effect has occurred ) ; ( iii ) the execution, delivery, announcement orperformance of the obligations under this Agreement or the announcement, pendency or anticipated consummation A-3.of the Merger ; ( iv ) any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation orworsening thereof ; ( v ) any changes ( after the date of this Agreement ) in GAAP or applicable Legal Requirements ; ( vi ) thetaking of any action required by this Agreement ; ( vii ) the FDA ’s failure to file the Company ’s NDA for Gencaro ( provided thatthe NDA is promptly re - submitted and accepted for filing by the FDA within 30 days ) ; and ( viii ) the FDA ’s failure todetermine the approvability of the NDA by the Closing ; ( b ) the ability of the Company to consummate the Merger or toperform any of its covenants or obligations under the Agreement ; or ( c ) Parent ’s ability to vote, transfer, receive dividendswith respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation