definiens: or means any change, effect, event, occurrence, state of facts or development which individually or in the 64 aggregate would reasonably be expected to result in any change or effect, that is materially adverse to the business, financialcondition or results of operations of the Company and its Subsidiaries, taken as a whole ; provided that none of the followingshall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account indetermining whether there has been or will be, a Material Adverse Change or Material Adverse Effect : ( A ) any change, effect, event, occurrence, state of facts or development ( 1 ) in the financial or securities markets or the economy in general, ( 2 ) in theindustries in which the Company or any of its Subsidiaries operates in general, to the extent that such change, effect, event, occurrence, state of facts or development does not disproportionately impact the Company or any of its Subsidiaries, or(3 ) resulting from any Divestiture required to be effected pursuant to the terms of this Agreement, ( B ) any failure, in and ofitself, by the Company to meet any internal or published projections, forecasts or revenue or earnings predictions ( it beingunderstood that the facts or occurrences giving rise or contributing to such failure may be deemed to constitute, or be takeninto account in determining whether there has been or would reasonably be expected to be, a Material Adverse Effect or aMaterial Adverse Change ), or ( C ) any effect on the Company ’s business relating to or arising from any product recallsannounced by the Company prior to the date of this Agreement, or any related pending or future litigation, investigations byGovernmental Entities or other developments