definiens: means any change, effect, event, inaccuracy, occurrence, or other matter that would reasonably beexpected to have, individually or in the aggregate, a material adverse effect on ( x ) the business, condition ( financial or otherwise ), assets, liabilities, operations, or results of operations of the Company and its Subsidiaries, taken as a whole or ( y ) the ability of the Company to consummate theContemplated Transactions on or before the Outside Date ; provided, however, that, for purposes of clause ( x ), any changes, effects, events, inaccuracies, occurrences, or other matters resulting from any of the following will not be deemed to constitute a Company Material Adverse Effect andwill be disregarded in determining whether a Company Material Adverse Effect has occurred : ( a ) matters generally affecting the U.S. or foreigneconomies, financial or securities markets, or political, legislative, or regulatory conditions, or the industry in which the Company and its Subsidiariesoperate ; ( b ) the negotiation, execution, announcement, or pendency of this Agreement or the Contemplated Transactions ( it being understood andagreed that this clause ( b ) shall not apply with respect to any representation or warranty the purpose of which is to address the consequences of theexecution and delivery of this Agreement, the consummation of the Contemplated Transactions or the performance of obligations hereunder ) ; ( c ) anychange in the market price or trading volume of the Shares ; provided, that, this exception will not preclude a determination that a matter underlying suchchange has resulted in or contributed to a Company Material Adverse Effect unless excluded under another clause ; ( d ) the occurrence, escalation, outbreak or worsening of hostilities, acts or threats of war or terrorism ; ( e ) any plagues, pandemics ( including COVID-19 ) or any escalation or worseningor subsequent waves thereof, epidemics, hurricane, tornado, tsunami, flood, volcanic eruption, earthquake, or other natural disaster ; ( f ) any quarantine, workforce reduction, social distancing, shut down, closure, sequester or similar laws, directives, restrictions, guidelines, responses or recommendations of or promulgated by any Governmental Body, including the Centers for Disease Control and Prevention and the WorldHealth Organization, in each case, in connection with or in response to COVID-19 ( all of the foregoing, ) ; ( g ) changes in Laws, regulations, or accounting principles, or interpretations thereof, after the date of this Agreement ; ( h ) any regulatory, preclinical, clinical or manufacturingevents, occurrences, circumstances, changes, effects or developments with respect to any product of Parent or any of its Subsidiaries or any competitorof the Company ( including, for the avoidance of doubt, with respect to any pre - clinical or clinical studies, tests or results or announcements thereof, anyincreased incidence or severity of any previously identified side effects, adverse effects, adverse events or safety observations or reports of new sideeffects, adverse events or safety observations ) ; ( i ) action taken that is expressly required by, or the omission of any action that is expressly prohibited by, this Agreement, or any action taken or omitted to be taken by the Company at the request of Parent or Purchaser ; ( j ) the initiation or settlement of anylegal proceedings commenced by or involving any current or former holder of Shares ( on their own or on behalf of the Company ) arising out of or relatedto this Agreement or the Contemplated Transactions ; or ( k ) any failure by the Company to meet any internal or analyst projections or forecasts orestimates of revenues, earnings, or other financial metrics for any period on or after the date of this Agreement, provided, that, this exception will notpreclude a determination that a matter underlying such failure has resulted in or contributed to a Company Material Adverse Effect unless excludedunder another clause, in each case with respect to clauses ( a ), ( d ), ( e ), ( f ) and ( g ), except to the extent such matters have a materially disproportionateadverse effect on the Company and its Subsidiaries, taken as a whole, relative to the impact on other companies in the industry in which the Companyand its Subsidiaries operate