definiens: means any event, occurrence, fact, condition, or change that is, or would reasonably be expected to become, individually or in the aggregate, materially adverse to : ( a ) the business, results of operations, condition ( ﬁnancial or otherwise ), or assets of Buyer andits Subsidiaries, taken as a whole ; or ( b ) the ability of Buyer to consummate the transactions contemplated hereby on a timely basis ; provided, however, that, for the purposes of clause ( a ), an Aytu Material Adverse Eﬀect shall not be deemed to include events, occurrences, facts, conditions orchanges arising out of, relating to, or resulting from : ( i ) changes generally aﬀecting the economy, ﬁnancial, or securities markets ; ( ii ) theannouncement of the transactions contemplated by this Agreement ; ( iii ) any outbreak or escalation of war or any act of terrorism ; or ( iv ) generalconditions in the industry in which Buyer and its Subsidiaries operate ; provided further, however, that any event, change, and eﬀect referred to inclauses ( i ), ( iii ), or ( iv ) immediately above shall be taken into account in determining whether an Aytu Material Adverse Eﬀect has occurred or wouldreasonably be expected to occur to the extent that such event, change, or eﬀect has a disproportionate eﬀect on Buyer and its Subsidiaries, taken asa whole, compared to other participants in the industries in which Buyer and its Subsidiaries conduct their businesses