definiens: means any state of facts, circumstance, condition, event, change, development, occurrence, result, effect, action or omission ( each, an ) that, individually or in the aggregate with any one or more other Effects, has, or would reasonably beexpected to have, a material adverse effect on the business, assets, financial condition or results of operations of the Acquired Companies, taken as awhole ; provided, however, none of the Effects to the extent resulting or arising from any of the following shall be deemed to constitute a CompanyMaterial Adverse Effect or shall be taken into account in determining whether there has been, or would reasonably be expected to be, a CompanyMaterial Adverse Effect : ( i ) general economic, political, business, financial or market conditions affecting the industry in which the Company operates orthe economy generally ( including any fluctuations or changes in the value of currencies and credit markets ) ; ( ii ) geopolitical conditions ( including anytrade wars ), any outbreak, continuation or escalation of any military conflict, declared or undeclared war, armed hostilities, or acts of foreign or domesticterrorism ( including cyber - terrorism ) ; ( iii ) hurricane, flood, tornado, earthquake or other natural disaster or act of God or weather conditions ; ( iv ) anypandemic, epidemic, plague, or other outbreak of illness or public health event ; ( v ) any failure by the Company or any of the Company Subsidiaries tomeet any internal or external projections or forecasts or any decline in the price of Company Common Stock or changes in the trading volume thereof(but excluding, in each case, the underlying causes of such failure or decline, as applicable, which may themselves constitute or be taken into account indetermining whether there has been, or would be, a Company Material Adverse Effect ) ; ( vi ) the public announcement or pendency of the Transactions, including, in any such case, the impact thereof on relationships, contractual or otherwise, with customers, suppliers, vendors, lenders, investors, licensors, licensees, Collaboration Partners, venture partners or employees ( other than, in each case, for purposes of any representation or warranty setforth in Section 4.03 ) ; ( vii ) changes in Applicable Laws or the interpretation thereof ; ( viii ) changes in GAAP or any other applicable accounting standardsor the interpretation thereof ; ( ix ) any action required to be taken by the Company pursuant to the terms of this Agreement or at the direction of Parent orMerger Sub ; or ( x ) any breach of this Agreement by Parent or Merger Sub ; provided, further, that any Effect to the extent resulting or arising from anychange or event referred to in clause ( i ), ( ii ), ( iii ), ( iv ), ( vii ) or ( viii ) above may constitute, and be taken into account in determining the occurrence of, aCompany Material Adverse Effect if and only to the extent that such change or event has an adverse and disproportionate effect on the AcquiredCompanies as compared to other participants that operate in the industry in which the Acquired Companies operate