definiens: shall mean, when used in connection with the Company or any of itsSubsidiaries, any event, circumstance, change or eﬀect individually or collectively with one or more other events, circumstances, changes or eﬀects, that ( i ) has had, or is reasonably likely to have, a material adverse eﬀect on the business, assets, ﬁnancialcondition or results of operations of the Company and its Subsidiaries taken as a whole, or ( ii ) is, or is reasonably likely to, prevent ormaterially delay the consummation of the Conversion ; provided, however, that any event, circumstance, change or eﬀect resultingfrom any of the following, individually or collectively, will not be considered when determining whether a Company Material AdverseEﬀect has occurred for purposes of clause ( i ) above : ( A ) any change in economic conditions generally or capital and ﬁnancialmarkets generally, including changes in interest or exchange rates, ( B ) any change in the industry generally in which the Company orits Subsidiaries operate, ( C ) any change in Laws or accounting standards, or the enforcement or interpretation thereof, applicable tothe Company or its Subsidiaries, ( D ) conditions in jurisdictions in which the Company or its Subsidiaries operate, including apandemic, hostilities, acts of war, sabotage, terrorism or military actions, or any escalation or worsening of any of the foregoing, ( E)any action taken by the Holder and any of its Aﬃliates or representatives, ( F ) any hurricane, ﬂood, tornado, earthquake or othernatural disaster, ( G ) the failure in and of itself of the Company or its Subsidiaries to achieve any ﬁnancial projections, forecasts ortiming or predictions related to re - launching the Company ’s toxin related products ( but not the underlying cause of such failure ), ( H)changes in the trading price or trading volume of the Company ’s Common Stock ( I ) any change in the status of, or the resolution of, any Action disclosed in the SEC Reports or ( J ) any change in the limited exclusion order or cease and desist order issued by theU.S. International Trade Commission in investigation no . 337 - TA-1145 ; provided, that any adverse eﬀects resulting from mattersdescribed in any of the foregoing clauses ( A ), ( B ), ( C ), ( D ), ( F ) or ( H ) may be taken into account in determining whether there is orhas been a Company Material Adverse Eﬀect to the extent, and only to the extent, that they have a materially disproportionate eﬀecton the Company or its Subsidiaries relative to other participants in the industries or geographies in which the Company or itsSubsidiaries operate