definiens: means any mat erial adverse change, effect, event, circumstance o r development with respect to, or material adverse ef fect on, the business, assets, liabilities, capital ization, condition ( financial or other ), or results of opera tions of Otic Pharma and its Subsidiaries, taken as a whole ; provided, however, that none of the following, to t he extent arising after the date of this Agreement, shall be deemed to be a Otic Pharma Material Adverse Effect : any change or event caused by or resulting from ( A ) changes in prevailing economic or market condit ions in the United States or any other jurisdiction in which such entity has substantial business operations ( ex cept to the extent those changes have a disproporti onate effect on Otic Pharma and its Subsidiaries relative to the other participants in the industry or industries i n which Otic Pharma and its Subsidiaries operate in the relevant jurisdiction ), ( B ) changes or events affecting the industry or industries in which Otic Pharma and its Subsidiarie s operate generally ( except to the extent those cha nges or events have a disproportionate effect on Otic Pharm a and its Subsidiaries relative to the other partic ipants in the industry or industries in which Otic Pharma and its Subsidiaries operate ), ( C ) changes in generally ac cepted accounting principles or requirements applicable to Otic Pharma and its Subsidiaries ( except to the ex tent those changes or events have a disproportionate effect on Otic Pharma and its Subsidiaries relative to the o ther participants in the industry or industries in which Otic Pharma and its Subsidiaries operate ), ( D ) cha nges in laws, rules or regulations of general applicability or in terpretations thereof by any Governmental Entity ( e xcept to the extent those changes or events have a disproportion ate effect on Otic Pharma and its Subsidiaries rela tive to the other participants in the industry or industries in which Otic Pharma and its Subsidiaries operate ), ( E ) any natural disaster or any outbreak of major hostilities in wh ich the United States or Israel is involved or any act of terrorism within the United States or Israel or dir ected against their facilities or citizens wherever located ( except to the extent those changes or events have a dispro portionate effect on Otic Pharma and its Subsidiari es relative to the other participants in the industry or indust ries in which Otic Pharma and its Subsidiaries oper ate ), or ( F ) any failure by Otic Pharma to meet any internal guidance, budgets, plans or forecasts of its reven ues, earnings or other financial performance or results of operations ( but not, in the case of this clause ( F ), the underlying cause of such changes or failures, unles s such changes or failures would otherwise be excep ted from this definition ) . For - 13 - the avoidance of doubt, the parties agree that the terms and as used in this Agreement with an initial lower case shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Otic Pharma Mate rial Adverse Effect or Public Company Material Adve rse Effect, in each case as defined in this Agreement . Otic Pharma has made available to Public Company co mplete and accurate copies of the Otic Pharma Organization al Documents and is not in material default under o r in material violation of any provision of such documen ts