definiens: means any event, change, effect, condition, development, occurrenceor circumstance that, individually or in the aggregate, has a material adverse effect on the financial condition, business, results of operations or assets of the Company and its Subsidiaries, taken as a whole, excluding any effectto the extent resulting from ( i ) changes or proposed changes after the date hereof in GAAP or the authoritativeinterpretation thereof, ( ii ) general economic, political or regulatory conditions in the United States or any other countryor region, including changes in financial, credit, securities or currency markets ( including changes in interest orexchange rates ), ( iii ) conditions generally affecting the industries in which the Company and its Subsidiaries operate,(iv ) changes or proposed changes after the date hereof in Applicable Law or the authoritative interpretation thereof, ( v)acts of war, sabotage or terrorism or natural disasters, ( vi ) the execution and delivery of this Agreement or theannouncement or consummation of the transactions contemplated by this Agreement, including the impact of any ofthe foregoing on the relationships, contractual or otherwise, of the Company and any of its Subsidiaries withcustomers, suppliers, service providers, Collaboration Partners, employees, Governmental Authorities or any otherPersons and any stockholder or derivative litigation arising out of the execution, delivery and performance of thisAgreement or the announcement or consummation of the transactions contemplated by this Agreement ( it beingunderstood that this clause ( vi ) shall not apply with respect to a representation or warranty contained in Section 5.02,5.03, 5.04, 5.17(c ) or 5.24 of this Agreement to the extent that the purpose of such representation or warranty is toaddress the consequences resulting from the execution and delivery of this Agreement or the announcement orconsummation of the transactions contemplated by this Agreement ), ( vii ) any failure, in and of itself, by the Companyto meet any internal or published projections, forecasts or predictions of financial performance for any period ( it beingunderstood that any underlying facts giving rise or contributing to such failure that are not otherwise excluded from thedefinition of a may be taken into account in determining whether there has been aCompany Material Adverse Effect ), ( viii ) any actions taken ( or omitted to be taken ) at the written request of Parent orMerger Sub, ( ix ) changes in the price and/or trading volume of the Shares or any other securities of the Company onthe NASDAQ or any other market on which such securities are quoted for purchase and sale or changes in the creditratings of the Company ( it being understood that any underlying facts giving rise or contributing to such changes thatare not otherwise excluded from the definition of a may be taken into account indetermining whether there has been a Company Material Adverse Effect ), or ( x ) the consummation of the Merger orthe other transactions contemplated by this Agreement, except, in the case of clauses ( i ), ( ii ), ( iii ), ( iv ) or ( v ), to theextent the Company and its Subsidiaries, taken as a whole, are disproportionately affected thereby relative to otherparticipants operating in the same industry or industries in which the Company and its Subsidiaries operate ( in whichcase the incremental 3 disproportionate impact or impacts may be taken into account in determining whether there has been aCompany Material Adverse Effect )