definiens: means any change, effect, event or occurrence that has a material adverse effect on theassets, business, financial condition or results of operations of the Company taken as a whole ; provided, however, thatno change, effect, event or occurrence to the extent arising or resulting from any of the following, either alone or incombination, shall constitute or be taken into account in determining whether there has been or will be, a CompanyMaterial Adverse Effect : ( i ) general economic or market conditions or general changes or developments in thepharmaceutical industry or affecting participants in the pharmaceutical industry, ( ii ) acts of war or terrorism or naturaldisasters, ( iii ) the announcement or performance of this Agreement and the transactions contemplated hereby, including compliance with the covenants set forth herein and the identity of Parent as the acquiror of the Company, orany action taken or omitted to be taken by the Company at the written request or with the prior written consent ofParent or Merger Sub, ( iv ) changes in any applicable accounting regulations or principles or the interpretations thereof,(v ) changes in the price or trading volume of the Company ’s stock ( provided that any Company Material Adverse Effectthat may have caused or contributed to such change in market price or trading volume shall not be excluded ), or(vi ) any failure by the Company to meet earnings or loss projections, in and of itself ( provided that any CompanyMaterial Adverse Effect that may have caused or contributed to such failure to meet published earnings or lossprojections shall not be excluded unless covered by another exclusion, such as clause ( iii ) above ), unless, in the caseof clause ( i ) or ( ii ), such change, effect, event or occurrence has a materially disproportionate effect on the Company, taken as a whole, compared with other companies operating in the eclinical software and services industry