definiens: means any material adverse change, eﬀect, event, circumstance or development that is materially adverse to or has a material adverse eﬀect on ( i ) the business, assets, liabilities, capitalization,ﬁnancial condition, or results of operations of Public Company or Merger Sub and their Subsidiaries, taken as a whole, or ( ii ) the ability of PublicCompany or Merger Sub to consummate the Merger or any of the other transactions contemplated by this Agreement or to perform any of theirrespective covenants or obligations under this Agreement ; provided, however, that none of the following, to the extent arising after the date of thisAgreement, either alone or in combination, shall be deemed to be a Public Company Material Adverse Effect, and none of the following shall be taken intoaccount in determining whether there has been or will be a Public Company Material Adverse Eﬀect : any change or event caused by or resulting from ( A)changes in prevailing economic or market conditions in the United States or any other jurisdiction in which such entities have substantial businessoperations ( except to the extent those changes have a disproportionate eﬀect on Public Company or Merger Sub and their respective Subsidiariesrelative to the other participants in the industry or industries in which Public Company, Merger Sub and their respective Subsidiaries operate ), ( B)changes or events aﬀecting the industry or industries in which Public Company and its Subsidiaries operate generally ( except to the extent thosechanges or events have a disproportionate eﬀect on Public Company and its Subsidiaries relative to the other participants in the industry or industries inwhich Public Company, Merger Sub and their respective Subsidiaries operate ), ( C ) changes in generally accepted accounting principles or requirements(except to the extent those changes have a disproportionate eﬀect on Public Company, Merger Sub and their respective Subsidiaries relative to the otherparticipants in the industry or industries in which Public Company and its Subsidiaries operate ), ( D ) changes in laws, rules or regulations of generalapplicability or interpretations thereof by any Governmental Entity ( including any law, directive, pronouncement or guideline issued by a GovernmentalBody, the Centers for Disease Control and Prevention or the World Health Organization providing for business closures, changes to business operations, curfews or other restrictions that relate to, or arise out of the novel coronavirus, SARS - CoV-2 or COVID-19 ( and all related strainsand sequences ), including any intensiﬁcation, resurgence or any evolutions or mutations thereof, and/or related or associated epidemics, pandemics, disease outbreaks or public health emergencies ( ), including the CARES Act ( ) ) ( except to the extent those changeshave a disproportionate eﬀect on Public Company, Merger Sub and their respective Subsidiaries relative to the other participants in the industry orindustries in which Public Company and its Subsidiaries operate ), ( E ) changes in, or eﬀects arising from or relating to, any earthquake, hurricane, tsunami, tornado, ﬂood, mudslide or other natural disaster, epidemic, pandemic or disease outbreak ( including COVID-19 ), weather condition, explosionor ﬁre or other force majeure event or act of God ( except to the extent those changes or events have a disproportionate eﬀect on Public Company, Merger Sub and their respective Subsidiaries relative to the other participants in the industry or industries in which Public Company and its Subsidiariesoperate ), ( F ) a change in the public trading price of Public Company Common Stock or the implications thereof, ( G ) a change in the trading volume ofPublic Company Common Stock, ( H ) any failure by Public Company to meet any public estimates or expectations of Public Company ’s revenue, earningsor other ﬁnancial performance or results of operations for any period, or ( I ) any failure by Public Company to meet any guidance, budgets, plans orforecasts of its revenues, earnings, or other ﬁnancial performance or results of operations ( but not, in the case of Clauses ( F ) through ( I ), the underlyingcause of such changes or failures, unless such changes or failures would otherwise be excepted from this deﬁnition ), ( J ) any failure to receive consentsor approvals in connection with the agreements listed on Section 4.4(b ) of the Public Company Disclosure Schedule or ( K ) the transactions contemplatedby this Agreement, including the Merger, or the announcement or pendency thereof . For the avoidance of doubt, the Parties agree that the terms and as used in this Agreement with an initial lower case shall have their respective customary and ordinarymeanings, without regard to the meanings ascribed to Public Company Material Adverse Eﬀect or Merger Partner Material Adverse Eﬀect, in each caseas deﬁned in this Agreement . Public Company has made available to Merger Partner complete and accurate copies of its certiﬁcate of incorporation andbylaws and is not in material default under or in material violation of any provision of any such documents