definiens: shall mean any circumstan ce, change in or effect on the DCB Business that is materially adverse to the results of operations or the financial condition of the DCB Business, taken as a whole, other than any adverse circumstan ce, change or effect arising out of ( i ) changes, ev ents or developments affecting generally the industries or markets in which the DCB Business operates, includi ng changes in any markets that supply materials to the DCB Business, or changes or developments in the us e, adoption or non - adoption of technologies or industr y standards, ( ii ) changes in general economic or po litical conditions or the financing, currency or capital ma rkets in general or changes in currency exchange ra tes or currency fluctuations, ( iii ) this Agreement or the consummation of the transactions contemplated hereb y, or the announcement hereof or thereof or any action taken by a Party in accordance with this Agreement, ( iv ) the enactment, repeal or change in any Law, any change in GAAP or any interpretation of any of the foregoi ng, ( v ) the announcement by Purchaser or any of its Affilia tes of its plans or intentions ( including in respec t of employees ) with respect to the DCB Business, ( vi ) a ny natural disaster or any acts of terrorism, sabot age, military action or war ( whether or not declared ) or any escalation or worsening thereof ; ( vii ) any act ion required to be taken under any ( A ) Law or Governmental Order or ( B ) any existing Contract by which the DCB Busi ness or any of the Purchased Assets is bound, ( viii ) any failure by the DCB Business to meet any internal p rojections or forecasts ( provided that no underlying cause for such failure shall be excluded solely as a result of this clause ( viii ) ) or ( ix ) any action taken by a member of the [COMPANY] Group or a member of the Medtronic Group pursuant to a request of Purchaser, except with res pect to clauses ( i ), ( ii ), ( iv ), ( vi ) and ( vii)(A ), to the extent that the DCB Business is disproportionately affected the reby, as compared to other companies or businesses participating in industries which the DCB Business operates . For purposes of this definition, shall mean the adoptio n, implementation, promulgation, repeal, modificati on, reinterpretation or proposal of any Law, order, pro tocol, practice or measure or any other requirement of Law of or by any Governmental Authority which occurs subse quent to the date hereof