definiens: shall mean any Effect that, individually or in the aggregate with other Effects is, orwould reasonably be expected to be materially adverse to the assets, liabilities, business, financial condition or results ofoperations of Parent and its Subsidiaries, taken as a whole, or on the ability of Parent to complete the Closing pursuant to theterms hereof and/or comply with its obligations hereunder ; provided, however, that none of the following shall be deemedeither alone or in combination to constitute, and none of the following shall be taken into account in determining whetherthere has been or will be, a Parent Material Adverse Effect : ( a ) changes or developments in the medical device industrygenerally, which changes or developments do not disproportionately affect Parent relative to other participants in the medicaldevice industry in any material respect, or ( b ) changes or developments in financial or securities markets or the economy ingeneral, which changes do not disproportionately affect Parent in any material respect, ( c ) failure of Parent to meet projectionsof earnings, revenues or other financial measures ( whether such projections were made by the Company or other third partiesincluding without limitation, securities analysts ) ; provided that this clause ( c ) shall not exclude any underlying Effect whichmay have caused such failure to meet projections, ( d ) Effects ( including disruption or loss of existing or prospectivecustomers, distributors, suppliers, employees or other relationships ) resulting from the announcement of the transactionscontemplated by this Agreement, ( e ) any change in the market price or trading volume of Parent ’s stock following the date ofthis Agreement ; provided that this clause ( e ) shall not exclude any underlying Effect which may have caused such change inthe market price or trading volume, or ( f ) any adverse Effect resulting from or relating to any change in accountingrequirements or principles