definiens: means a material adverse effect on ( i ) the assets, liabilities, results of operations, financial condition or business of the Company and its subsidiaries taken as a whole, ( ii ) the legality or enforceability of any of the Transaction Documen ts or ( iii ) the ability of the Company to perform i ts obligations under the Transaction Documents ; provided, however, that in no event shall any of the following occurr ing after the date hereof, alone or in combination, be deemed to constitute, or be taken into account in determi ning whether a Material Adverse Effect has occurred : ( 1 ) changes or conditions generally affecting the industries i n which the Company operates, or the economy or the financial, debt, banking, capital, credit or securities market s, in the United States, including effects on such industries, economy or markets resulting from any regulatory and political conditions or developments in general, ( 2 ) the outb reak or escalation of war or acts of terrorism or a ny natural disasters, acts of God or comparable events, epidem ic, pandemic or disease outbreak ( including the COV ID-19 virus ), ( 3 ) changes in applicable law or GAAP, or t he interpretation or enforcement thereof after the date of this Agreement, or ( 4 ) any change, in and of itself, in the market price or trading volume of the Company ’s securities ( it being understood that the facts or occurrences giving rise to or contributing to such change may b e deemed to constitute, or be taken into account in determining whether there has been or would reasonably be expe cted to become, a Material Adverse Effect, to the extent pe rmitted by this definition and not otherwise except ed by a clause of this proviso )