definiens: means any Effect which, individually or in the aggregate, has had, or would reasonably be expected tohave, a material adverse effect on the business, assets, financial condition or results of operations of the Company ; provided, that none of thefollowing shall be deemed in and of themselves, either alone or in combination, to constitute, and none of the following shall be taken intoaccount in determining whether there is, or would reasonably likely to be, a Material Adverse Effect:(i ) any Effect generally affecting the U.S. or foreign economies, financial or securities markets, or political, legislative, orregulatory conditions, or the industries in which the Company operates;(ii ) any Effect arising out of or otherwise relating to fluctuations in the value of any currency exchange, interest or inflationrates or tariffs;(iii ) any Effect arising out of or otherwise relating to any change ( or proposed change ) in, or any compliance with or actiontaken for the purpose of complying with, any Law or GAAP ( or interpretations of any Law or GAAP);(iv ) any Effect arising out of or otherwise relating to any act of terrorism, cyberterrorism ( whether or not or sponsored by aGovernmental Body ), outbreak of hostilities, acts of war, trade war, national or international calamity or any other similar event ( or theescalation of any of the foregoing);(v ) any acts of God, natural disasters, force majeure events, weather or environmental events or health emergencies, including pandemics ( including COVID-19 ) or epidemics ( or the escalation of any of the foregoing ) and any governmental or industryresponses thereto, including any COVID-19 Measures;(vi ) any change in the market price or trading volume of the Company ’s stock or change in the Company ’s credit ratings;(vii ) the failure of the Company to meet internal or analysts ’ expectations, projections, forecasts, guidance or estimates, including the results of operations of the Company;(viii ) any Effect or other matter resulting from the negotiation, execution, announcement, pendency or performance of thisAgreement and the Transactions, including any Effect related to the identity of Parent, or facts and circumstances relating thereto, any loss orthreatened loss of, or adverse change or threatened adverse change in, the relationship of the Company with any of its current or prospectivesuppliers, customers, wholesalers, service providers, distributors, licensors, licensees, regulators, employees, creditors, stockholders or otherthird parties ( other than for purposes of any representation or warranty contained in Section 4.5 ( Non - Contravention ) but subject todisclosures in Section 4.5 of the Company Disclosure Schedule ) ; and(ix ) any Effect arising out of or otherwise directly relating to any action taken by the Company at the written direction orapproval of Parent or any action specifically required to be taken by the Company, or the failure of the Company to take any action that theCompany is specifically prohibited from taking by the terms of this Agreement;provided, however, that in the cases of clauses ( i ) through ( iv ), such exclusion shall only be applicable to the extent such matter does not havea materially disproportionate Effect on the Company relative to other companies in the industries in which the Company operates that are of asimilar size to the Company, in which case such Effect shall be taken into account only to the extent of such materially disproportionate Effecton the -8 - Company ; provided, further, that in the cases of clauses ( vi ) and ( vii ), the underlying causes of any such Effect may be considered indetermining whether a Material Adverse Effect occurred to the extent not otherwise excluded by another exception in this definition