definiens: shall mean any Effect that, consideredtogether with all other Effects, is or would reasonably be expected to be or to become materially adverse to, or hasor would reasonably be expected to have or result in a material adverse effect on the business, financial conditionor results of operations of Parent and its Subsidiaries taken as a whole ; provided, however, that, in no event shallany Effects resulting from any of the following, alone or in combination, be deemed to constitute, or be taken intoaccount in determining whether there has occurred or could or would occur, a Parent Material Adverse Effect : ( i)conditions generally affecting the industries in which any AcelRx Companies participates or the U.S. or globaleconomy as a whole, to the extent that such conditions do not have a materially disproportionate impact on theParent Companies, taken as a whole as compared to other industry participants ; ( ii ) general conditions in thefinancial markets, and any changes therein, and any changes arising out of acts of terrorism, war, weatherconditions, viruses, pandemics or other force majeure events, to the extent that such conditions do not have amaterially disproportionate impact on the Parent Companies, taken as a whole, as compared to other industryparticipants ; ( iii ) changes in the trading price or trading volume of Parent Common Stock, or the suspension oftrading in or delisting of Parent ’s securities on the Nasdaq Global Select Market ( it being understood, however, that, except as otherwise provided in this sentence, any Effect giving rise to or contributing to such changes in thetrading price or trading volume, or suspension or delisting of Parent Common Stock may give rise to a ParentMaterial Adverse Effect and may be taken into account in determining whether a Parent Material Adverse Effecthas occurred or could or would occur ) ; ( iv ) changes in GAAP ( or any interpretations of GAAP ) or LegalRequirements applicable to Parent or any of its Subsidiaries ; ( v ) the failure to meet public estimates or forecasts ofrevenues, earnings of other financial metrics, in and of itself, or the failure to meet internal projections, forecasts orbudgets of revenues, earnings or other financial metrics, in and of itself ( it being understood, however, that, exceptas otherwise provided in this sentence, any Effect giving rise to or contributing to any such failure may give rise toa Parent Material Adverse Effect and may be taken into account in determining whether a Parent Material AdverseEffect has occurred or could or would occur ) ; ( vi ) any stockholder litigation arising from or relating to thisAgreement or the Contemplated Transactions and/or relating to a breach of the fiduciary duties of the Parent’sboard of directors to the Parent ’s stockholders under applicable Legal Requirements ; ( vii ) resulting or arising out ofthe execution, announcement or performance of this Agreement or the Contemplated Transactions, including lossof employees, suppliers or customers ( including customer orders or Contracts ) resulting directly from theannouncement or pendency of this Agreement or any of the Contemplated Transactions ; or ( viii ) the taking of anyaction expressly required to be taken pursuant to this Agreement or the taking of any action requested by theCompany to be taken pursuant to the terms of the Agreement to the extent taken in accordance with such request