definiens: shall mean any effect, change, claim, event or circumstance ( collectively, ) that, considered together with all other Effects, is or wouldreasonably be expected to become materially adverse to, or has or would reasonably be expected to have or resultin a material adverse effect on the business, financial condition or results of operations of the TetraphaseCompanies taken as a whole ; provided, however, that, in no event shall any Effects resulting from any of thefollowing, alone or in combination, be deemed to constitute, or be taken into account in determining whether therehas occurred or could or would occur, a Company Material Adverse Effect : ( i ) conditions generally affecting theindustry in which any [COMPANY] Company participates or the U.S. or global economy as a whole, to the extentthat such conditions do not have a materially disproportionate impact on the [COMPANY] Companies taken as awhole as compared to other industry participants ; ( ii ) general conditions in the financial markets, and any changestherein, and any changes arising out of acts of terrorism, war, weather conditions, viruses or pandemics or otherforce majeure events, to the extent that such conditions do not have a materially disproportionate impact on theTetraphase Companies, taken as a whole, as compared to other industry participants ; ( iii ) changes in the tradingprice or trading volume of Company Common Stock, or the suspension of trading in or delisting of the Company’ssecurities on the Nasdaq Global Market ( it being understood, however, that except as otherwise provided in thissentence, any Effect giving rise to or contributing to such changes in the trading price or trading volume ofCompany Common Stock may give rise to a Company Material Adverse Effect and may be taken into account indetermining whether a Company Material Adverse Effect has occurred or could or would occur ) ; ( iv ) changes inGAAP ( or any interpretations of GAAP ) or Legal Requirements applicable to Company or any of its Subsidiaries;(v ) the failure to meet public estimates or forecasts of revenues, earnings of other financial metrics, in and of itself, or the failure to meet internal projections, forecasts or budgets of revenues, earnings or other financial metrics, inand of itself ( it being understood, however, that, except as otherwise provided in this sentence, any Effect givingrise to or contributing to any such failure may give rise to a Company Material Adverse Effect and may be takeninto account in determining whether a Company Material Adverse Effect has occurred or could or would occur ) ; ( vi)any stockholder litigation arising from or relating to this Agreement or the Contemplated Transactions and / orrelating to a breach of the fiduciary duties of the Company Board to the Company ’s stockholders under applicableLegal Requirements ; ( vii ) resulting or arising out of the execution, announcement or performance of this Agreementor any of the Contemplated Transactions, including the loss of employees, suppliers or customers ( includingcustomer orders or Contracts ) ; or ( viii ) the taking of any action expressly required to be taken pursuant to thisAgreement or the taking of any action requested by Parent to be taken pursuant to the terms of the Agreement tothe extent taken in accordance with such request