definiens: means any Event that, individually or together with one or more other Events, ( a ) has, or would reasonably be expected to have, a material adverse effect on the Company, or the results of operations, assets or financial condition of the Company ; provided, however, that none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been, a Company Materi al Adverse Effect for purposes of this clause ( a ): any Event relating to or arising out of ( i ) general business or economic conditions, ( ii ) national or international political or social conditions, including the engagement by the United States in hostilit ies, whether or not pursuant to the declaration of a national emergency or war or the occurrence of any military or terrorist attack upon the United States or any of its territories, possessions or diplomatic or consular offices or upon any military instal lation, equipment or personnel of the United States, ( iii ) the financial, banking or securities markets ( including the disruption thereof, any decline in the price of any security, market index or any change in prevailing interest rates and any increased cost, or decreased availability, of capital or pricing or terms related to any financing for the transactions contemplated hereby ), ( iv ) any change in GAAP or other accounting requirements or principles or the interpretation thereof, ( v ) the announcement of this Agreement, the announcement of or consummation of the transactions contemplated hereby, including the Merger, or any action taken that is expressly required to be taken or the failure to take any action that is expressly prohibited from being taken, in either case pursuant to the express terms of this Agreement, ( vi ) the identity of, or any action taken by, Buyer or any of its Affiliates or Representatives, ( vii ) changes in conditions generally applicable to the industry in which the Company operates, ( viii ) any natural or man -made disaster or acts of God ( including earthquake, hurricane, tsunami, tornado, flood, mudslide, pandemic, weather condition, explosion or fire ), ( ix ) any failure of any customer or potential customer of the Company to receive r egulatory approval from any Governmental Entity with respect to any of its products, or to otherwise achieve commercial or clinical success ( provided that the Company is not the direct or proximate cause of such failure ), ( x ) any failure by the Company to meet any internal or external projection, forecast or revenue or earnings prediction for any period ( it being understood that the Events giving rise or contributing to such failure may be deemed to constitute, or be taken into account in determining whethe r there has been, a Company Material Adverse Effect ), ( xi ) any change in Laws, or ( xii ) any actual or potential sequester, stoppage, shutdown, default or similar event or occurrence by or involving any Governmental Entity, except, with respect to clauses ( i ), ( ii ), ( iii ), ( iv ), ( vii ), ( viii ), ( xi ) and ( xii ), to the extent ( and only to the extent ) that the Company is disproportionately affected by such Events in comparison to others in the industry in which they operate, or ( b ) prevents or materially impairs, or would reasonably be expected to prevent or materially impair, the ability of the Company to perform its obligations under this Agreement or consummate the transactions contemplated hereby