definiens: means any Effect that, considered together with all other Effects that have occurred prior to the d ate of determination of the occurrence of the Mater ial Adverse Effect, has or would reasonably be expected to have a material adverse effect on the Purchased Assets or the business, financial condition, assets, liabilities or results of operations of the BOXR Platform or ACTIA Platform, taken as a whole ; provi ded, however, that Effects arising or resulting from the following shall not be taken into account in determining whether there has been a Material Adverse Effect : ( i ) the announcement of the Agreeme nt or the pendency of the transactions contemplated hereby, ( ii ) any change in the stock p rice or trading volume of Seller ’s Common Stock ( it being understood, however, that any Effect causing or contributing to any change in stock price or trading volume of Seller ’s Common Stock may be take n into account in determining whether a Material Adverse Effect has occurred, unless such Effects ar e otherwise excepted from this definition ), ( iii ) t he taking of any action, or the failure to take any ac tion, by Seller that is required to comply with the terms of the Agreement or the taking of any action expres sly permitted by Section 5.1, ( iv ) any natural disa ster or epidemics, pandemics or other force majeure even ts, or any act or threat of terrorism or war, any armed hostilities or terrorist activities ( includin g any escalation or general worsening of any of the foregoing ) anywhere in the world, ( v ) any change in GAAP or applicable Legal Requirement or the interpretation thereof or ( vi ) general economic or political conditions or conditions generally affect ing the industries in which Seller operates ; except, in each case with respect to clauses ( iv ), ( v ) and ( v i ), to the extent disproportionately affecting the BOXR Pl atform and ACTIA Platform or Purchased Assets, taken as a whole, relative to other similarly situa ted companies in the industries in which Seller ope rates