definiens: shall mean 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, ( i ) results in amaterial adverse effect on the business, condition ( financial or otherwise ) or results of operations of the Company and the CompanySubsidiaries, taken as a whole or ( ii ) prevents, materially impairs, materially impedes or materially delays the consummation of the Mergersand the other transactions contemplated hereby on a timely basis and in any event on or before the End Date ; provided, however, that withrespect to clause ( i ) only, no Effect to the extent resulting or arising from any of the following, shall, to such extent, be deemed to constitute, orbe taken into account in determining the occurrence of, a Company Material Adverse Effect : ( A ) general economic, political, business, financial or market conditions affecting the industry in which the Company and the Company Subsidiaries operate ; ( B ) geopolitical conditions, including trade and national security policies and export controls and executive orders relating thereto, any outbreak, continuation orescalation of any military conflict, declared or undeclared war, armed hostilities, or acts of foreign or domestic terrorism ( including cyber - terrorism ) ; ( C ) any pandemic ( including the continuation or worsening of the COVID-19 pandemic ), epidemic, plague, or other outbreak ofillness or public health event, hurricane, flood, tornado, earthquake or other natural disaster or act of God or changes resulting from weatherconditions ; ( D ) any failure by the Company or any of the Company Subsidiaries to meet any internal or external projections or forecasts or anydecline in the price of Company Common Stock ( but excluding, in each case, the underlying causes of such failure or decline, as applicable, which may themselves constitute or be taken into account in determining whether there has been, or would be, a Company Material AdverseEffect ) ; ( E ) the public announcement or pendency of the Mergers and the other transactions contemplated hereby, including, in any suchcase, the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, business partners or employees(provided that this clause ( E ) shall not apply to ( x ) any representation or warranty in Section 2.6 to the extent that the purpose of suchrepresentation or warranty is to address the consequences resulting from the execution and delivery of this Agreement or the consummationof the Mergers or ( y ) any action or omission by the Company, any Company Subsidiary or their respective Representatives in order to complywith the Company ’s obligations under Section 4.1(a ) ) ; ( F ) changes in applicable Legal Requirements ( including COVID-19 Measures ) or theinterpretation thereof ; ( G ) changes in GAAP or any other applicable accounting standards or the interpretation thereof ; ( H ) any actionexpressly required to be taken by the Company pursuant to the terms of this Agreement or at the express written direction or consent ofParent or the Acquisition Subs ; ( I ) any claims, suits, actions or Legal Proceedings arising from allegations of breach of fiduciary duty orviolation of Law or otherwise relating to this Agreement or the transactions contemplated by this Agreement ; or ( J ) any breach, violation ornon - performance of any provision of this Agreement by Parent or any of its Affiliates ; provided, further, that any Effect relating to or arising outof or resulting from any change or event referred to in clause ( A ), ( B ), ( C ), ( F ) or ( G ) above may constitute, and be taken into account indetermining the occurrence of, a Company Material Adverse Effect if and only to the extent that such change or event has a disproportionateimpact on the Company and the Company Subsidiaries as compared to other participants that operate in the industry in which the Companyand the Company Subsidiaries operate