definiens: means ( x ) any event, change, circumstance, occurrence, effect orstate of facts that ( A ) is or would reasonably be expected to be, individually or in the aggregate, materially adverse tothe business, assets, condition ( financial or otherwise ), or results of operations of the Company and its Subsidiaries, taken as a whole or ( B ) materially impairs the ability of the Company to consummate the Merger or any of the othertransactions contemplated by this Agreement ; provided, however, that in the case of clause ( A ) only, CompanyMaterial Adverse Effect shall not include any event, change, circumstance, occurrence, effect or state of facts to theextent resulting from ( 1 ) changes or conditions generally affecting the industries in which the Company and itsSubsidiaries operate, or the economy or the financial, debt, banking, capital, credit or securities markets, in the UnitedStates, including effects on such industries, economy or markets resulting from any regulatory and political conditionsor developments in general, ( 2 ) the outbreak or escalation of war or acts of terrorism or any natural disasters, acts ofGod or comparable events, epidemic, pandemic or disease outbreak ( including the COVID-19 virus ), ( 3 ) changes inapplicable Law or GAAP, or the interpretation or enforcement thereof after the date of this Agreement, ( 4 ) the publicannouncement of this Agreement or the pendency of this Agreement, ( 5 ) any failure, in and of itself, by the Companyto meet any internal or published projections, forecasts, estimates, or predictions in respect of revenues, earnings, orother financial or operating metrics for any period ( it being understood that the facts or occurrences giving rise to orcontributing to such failure may be deemed to constitute, or be taken into account in determining whether there hasbeen or would reasonably be expected to become, a Company Material Adverse Effect, to the extent permitted by thisdefinition and not otherwise excepted by a clause of this proviso ) ; ( 6 ) any change, in and of itself, in the market priceor trading volume of the Company ’s securities or in its credit ratings ( it being understood that the facts or occurrencesgiving rise to or contributing to such change may be deemed to constitute, or be taken into account in determiningwhether there has been or would reasonably be expected to become, a Company Material Adverse Effect, to theextent permitted by this definition and not otherwise excepted by a clause of this proviso ) ; or ( 7 ) any specific actiontaken ( or omitted to be taken ) by the Company or any of its Subsidiaries at or with the express written direction orwritten consent of Parent or Assertio ; provided, that, with respect to clauses ( 1 ), ( 2 ) and ( 3 ), the impact of such event, change, circumstance, occurrence, effect or state of facts is not disproportionately adverse to the Company and itsSubsidiaries, taken as a whole, as compared to other participants in the industries in which the Company and itsSubsidiaries operate