definiens: means any change, effect, event or occurrence thathas a material adverse effect on the assets, business, financial condition or results of operations of the Companytaken as a whole, or that would reasonably be expected to prevent or materially delay Parent from performing itsobligations under this Agreement in any material respect or materially delay consummating the transactionscontemplated hereby ; provided, however, that no change, effect, event or occurrence to the extent arising or resultingfrom any of the following, either alone or in combination, shall constitute or be taken into account in determiningwhether there has been or will be, a Parent Material Adverse Effect : ( i ) general economic or market conditions orgeneral changes or developments in the pharmaceutical industry or affecting participants in the pharmaceuticalindustry, ( ii ) acts of war or terrorism or natural disasters, ( iii ) the announcement or performance of this Agreement andthe transactions contemplated hereby, including compliance with the covenants set forth herein and the identity ofParent as the acquiror of the Company, or any action taken or omitted to be taken by Parent or Merger Sub at thewritten request or with the prior written consent of the Company, ( iv ) changes in any applicable accounting regulationsor principles or the interpretations thereof, ( v ) changes in the price or trading volume of Parent ’s stock ( provided thatany Parent Material Adverse Effect that may have caused or contributed to such change in market price or tradingvolume shall not be excluded ), or ( vi ) any failure by Parent to meet earnings or loss projections, in and of itself(provided that any Parent Material Adverse Effect that may have caused or contributed to such failure to meetpublished earnings or loss projections shall not be excluded unless covered by another exclusion, such as clause(iii ) above ), unless, in the case of clause ( i ) or ( ii ), such change, effect, event or occurrence has a materiallydisproportionate effect on Parent, taken as a whole, compared with other companies operating in the eclinical softwareand services industry