definiens: means any effect, change, event, circumstance or condition that, individually or in the aggregate with all similar effects, changes, events, circumstances or conditions, is or would reasonably be expected to : ( i ) have a material adverse effect on the business ( including its prospects, current products or products identified for development ), operations, assets, properties, results of operations, or financial condition of the Company and the Company Subsidiaries, with the Company and the Company Subsidiaries considered as a whole, ( ii ) prevent or materially delay the consummation of the Merger or otherwise have a material adverse effect on the ability of the Company to perform its obligations under this Agreement, or ( iii ) unless resulting from or relating to any act or omission of the Parent following the date hereof ( other than an act or omission required or reasonably contemplated by this Agreement ), have a material adverse effect on the ability of the Surviving Corporation or the Parent to conduct such business ( as presently conducted ) following the Effective Time or the ability of Parent to exercise full rights of ownership of the Company or its assets or business ; provided, however, that there will be excluded from the definition of Company Material Adverse Effect ( x ) any adverse effect, change, event, circumstance or condition in the medical device industry or in the economy generally ( as opposed to the Company specifically ), and ( y ) any adverse effect, change, event, circumstance or condition that results from the Parent 's refusal to permit the Company upon the Company 's request to the Parent to take any of the actions itemized in Section 6.1 hereof