definiens: shall mean any fact, change, event, factor, condition, circumstance, development or effectthat, individually or in the aggregate, has, or would reasonably be expected to have, a material adverse effect on the business, assets, liabilities, condition ( financial or otherwise ) or results of operations of a Party and its Subsidiaries ( including, following the Merger, the Surviving Corporation and its Subsidiaries ), taken as a whole, other than to the extent such effectsare due to : ( a ) the announcement of the transactions contemplated by this Agreement ; ( b ) economic factors affecting thenational, regional or world economy ; ( c ) any act or threat of terrorism or war anywhere in the world, any armed hostilities orterrorist activities anywhere in the world, any threat or escalation or armed hostilities or terrorist activities anywhere in theworld or any governmental or other response or reaction to any of the foregoing ; ( d ) factors generally affecting the industry ormarket in which a Party operates ; ( e ) changes in law, rules or regulations applicable to a Party or its Subsidiaries ; ( f ) changes inGAAP or the interpretation thereof, in each case to the extent required by GAAP ; ( g ) the Reverse Stock Split ; ( h ) any change inthe stock price or trading volume of [COMPANY] Common Stock ( it being understood that the facts and circumstances giving riseto such change may be deemed to constitute, and may be taken into account in determining whether there has been, a MaterialAdverse Effect if such facts and circumstances are not otherwise excluded by clauses ( a ) - ( g ) of this definition ) ; or ( i ) anyfailure of Adamis to obtain additional financing or commitments for additional financing before the closing date