definiens: means 3 ( A)any divestment or reorganization of any material part or asset of the Company or its subsidiaries or anyrecapitalization thereof ; or ( B)any event, condition, circumstance, development, occurrence, change, effect or fact ( any such item an ) that individually or in the aggregate, has, results in or would reasonably be expected to have or result in a materialadverse effect on the ( i ) business, assets, condition ( financial or otherwise ) or results of operations, of theCompany and its subsidiaries, taken as a whole, excluding any Effect resulting from ( A ) changes in the financialor securities markets, or economic, political or regulatory conditions generally, except to the extent such changehas a disproportionate effect on the Company relative to other industry participants, ( B ) changes in IFRS orchanges in the regulatory accounting requirements applicable to any industry in which the Company and itssubsidiaries operate, except to the extent such change has a disproportionate effect on the Company relative toother industry participants, ( C ) changes ( including changes of Applicable Law ) or conditions generally affectingthe industry in which the Company and its subsidiaries operate, except to the extent such change has adisproportionate effect on the Company relative to other industry participants, ( D ) acts of war, sabotage orterrorism or natural disasters, except to the extent such change has a disproportionate effect on the Companyrelative to other industry participants, ( E ) the announcement or pendency of the transactions contemplated by, orthe performance of obligations under, the Combination Agreement, including but not limited to any loss of orchange in relationships between the Company or any of its subsidiaries and any customer, supplier, distributor, business partner, employee, similar party, Governmental Authority or any other Persons and any shareholder orderivative litigation relating to the execution and performance of the Combination Agreement or the announcementor the anticipated consummation of the transactions contemplated thereby ( it being understood that this clause(E ) shall not apply with respect to a representation or warranty contained in the Combination Agreement to theextent that the purpose of such representation or warranty is to address the consequences resulting from theexecution and delivery of the Combination Agreement or the consummation, announcement or pendency of thetransactions contemplated by, or the performance of obligations under, the Combination Agreement ), ( F ) anyfailure by the Company and its subsidiaries to meet any internal, published or third - party budgets, projections, forecasts or predictions of financial performance for any period ( provided that the exception in this clause ( F ) shallnot prevent or otherwise affect a determination that any Effect underlying such failure has resulted in orcontributed to a Material Adverse Effect ), ( G ) any action taken ( or omitted to be taken ) at the express request ofthe Offeror, ( H ) any action taken by the Company or any of its subsidiaries that is required or expresslycontemplated by the Combination Agreement, ( I ) the results of any pre - clinical or clinical testing sponsored by theCompany, any of its competitors or any of their respective collaboration partners or the increased incidence orseverity of any previously identified side effects, adverse events or safety observations, or reports of new sideeffects, adverse events or safety observations, with respect to any products or product candidates of theCompany or any of its competitors ( but not, in each case, the underlying cause of such results, side effects, adverse events or safety observations to the extent such cause related to any Specified Event ) ( and, it beingunderstood that this clause ( I ) shall not apply with respect to a representation or warranty contained in theCombination Agreement to the extent that both ( A ) the purpose of such representation or warranty is to addressthe conduct of pre - clinical or clinical testing sponsored by the Company or any of its collaboration partners or anyproducts or product candidates of the Company and ( B ) as of the Signing Date, to the Knowledge of theCompany, the Effect that would otherwise be 4 excluded by this clause ( I ) has occurred ), ( J ) the effect of the continued incurrence by the Company of net losses(provided that the exception in this clause ( J ) shall not prevent or otherwise affect a determination that any Effectunderlying such change has resulted in or contributed to a Material Adverse Effect ), or ( K ) a change in the priceand / or trading volume of the Shares or ADSs on the Nasdaq Helsinki, the Nasdaq US or any other exchange ormarket on which they trade or are quoted for purchase and sale ( provided that the exception in this clause ( K)shall not prevent or otherwise affect a determination that any Effect underlying such change has resulted in orcontributed to a Material Adverse Effect ), or ( ii ) ability of the Company to consummate the transactionscontemplated hereby