definiens: means any Effect that, considered together with all other Effects that have occurred prior to the dateof determination of the occurrence of the Aspen Material Adverse Effect, has or would reasonably be expected to have a material adverseeffect on the business, financial condition, operations or results of operations of Aspen ; provided, however, that Effects arising or resultingfrom the following shall not be taken into account in determining whether there has been a Aspen Material Adverse Effect : ( a ) theannouncement of the Agreement or the pendency of the Contemplated Transactions, ( b ) any change in the stock price or trading volume ofAspen Common Stock ( it being understood, however, that any Effect causing or contributing to any change in stock price or trading volume ofAspen Common Stock may be taken into account in determining whether a Aspen Material Adverse Effect has occurred, unless such Effectsare otherwise excepted from this definition ), ( c ) the sale or winding down of the Aspen Legacy Business and Aspen ’s operations, and the sale, license or other disposition of the Aspen Legacy Assets in compliance with the terms of the agreement and applicable law, ( d ) any naturaldisaster or any act or threat of terrorism or war anywhere in the world, any armed hostilities or terrorist activities anywhere in the world, anythreat or escalation or armed hostilities or terrorist activities anywhere in the world or any governmental or other response or reaction to any ofthe foregoing, ( e ) any epidemic or pandemic ( including continuation or escalation of the COVID-19 pandemic or orders issued by aGovernmental Authority in response to the COVID-19 pandemic ) in the United States or any other country or region in the world, or anyescalation of the foregoing, ( f ) any change in GAAP or applicable Law or the interpretation thereof or ( g ) general economic or politicalconditions or conditions generally affecting the industries in which Aspen operates ; except, in each case with respect to clauses ( d ), ( e ), and(f ), to the extent disproportionately affecting Aspen relative to other similarly situated companies in the industries in which Aspen operates