definiens: means any Effect that, considered together with allother Effects that have occurred prior to the date of determination of the occurrence of a92Exhibit 2.1Company Material Adverse Effect, has or would reasonably be expected to have a materialadverse effect on the business, financial condition, assets, liabilities or results of operations ofthe Company ; provided, however, that Effects arising or resulting from the following shall not betaken into account in determining whether there has been a Company Material Adverse Effect:(a ) any rejection by a Governmental Body of a registration or filing by the Company relating to theCompany IP Rights ; ( b ) the announcement of the Agreement or the pendency of theContemplated Transactions ; ( c ) the taking of any action, or the failure to take any action, by theCompany that is required to comply with the terms of the Agreement ; ( d ) any natural disaster orany act or threat of terrorism or war anywhere in the world, any armed hostilities or terroristactivities anywhere in the world, any threat or escalation or armed hostilities or terrorist activitiesanywhere in the world or any governmental or other response or reaction to any of the foregoing;(e ) any change in GAAP or applicable Law or the interpretation thereof ; ( f ) general economic orpolitical conditions or conditions generally affecting the industries in which the Companyoperates ; or ( g ) any change in the cash position of the Company which results from operations inthe Ordinary Course of Business ; except in each case with respect to clauses ( d ), ( e ) and ( f ), tothe extent disproportionately affecting the Company relative to other similarly situated companiesin the industries in which the Company operates