definiens: means any event, change, occurrence or eﬀect ( collectively, ) that, individually or in theaggregate, has had or would reasonably be expected to have a material and adverse eﬀect on ( x ) the business, ﬁnancial condition or operating results ofthe Company Entities taken as a whole or ( y ) the Company ’s ability to consummate the Closing ; provided that, in the case of the foregoing clause ( x ), noadverse Events to the extent arising from or relating to any of the following will be deemed to constitute or will be taken into account in determiningwhether there has been, a Company Material Adverse Eﬀect : ( i ) general business, industry or economic conditions, including such conditions related tothe business of the Company Entities or the industry in which the Company Entities operate, ( ii ) national or international political or social conditions(including social unrest ), ( iii ) changes in ﬁnancial, capital, banking or securities markets in the United States or any other country, ( iv ) any including weather, natural disasters, any earthquake, hurricane, tsunami, tornado, ﬂood, mudslide, ﬁre or other disaster, change in weather, meteorological conditions or climate, or any other force majeure event, ( v ) any epidemic, pandemic or disease outbreak ( including COVID-19 ), or any lawproviding for business closures, social distancing or other restrictions that relate to, or arise out of, such epidemic, pandemic ordisease outbreak ( including COVID-19 ) or any such law or interpretation thereof following the date hereof, ( vi ) changes in GAAP or interpretationsthereof, ( vii ) the taking of any action expressly required to be taken by this Agreement, ( viii ) changes in Law or interpretations thereof, ( viii ) theannouncement or execution of this Agreement or the transactions contemplated by this Agreement, the pendency thereof or the identity, nature orownership of Buyer ( it being understood and agreed that the foregoing shall not apply with respect to any representation or warranty that is intended toaddress the consequences of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby),(ix ) any failure, in and of itself, of any of the Company Entities to meet or achieve any projections, forecasts, estimates, plans, predictions, performancemetrics or operating statistics or the inputs into such items ( whether or not shared with Buyer or its Aﬃliates or Representatives ) ; provided that thisclause ( ix ) will not prevent a determination that any Event underlying such failure to meet projections or forecasts has resulted in a Company MaterialAdverse Eﬀect ( to the extent such Event is not otherwise excluded from this deﬁnition of Company Material Adverse Eﬀect ), ( x ) actions taken or omittedat the written request of Buyer, ( xi ) actions not taken due to the failure of Buyer to give its prior written consent to any of the actions restricted by Section​5.1, ( xii ) Buyer ’s compliance with its obligations under Section 5.8 or the application of Antitrust Laws ( including any litigation or other action or orderarising under such laws ) to the transactions contemplated hereby ; provided, however, that if any Event described in clauses ( i ) through ( vi ) has adisproportionate effect on the Company Entities, taken as a whole, relative to other participants within the industry in which the Company Entities operate, the disproportionate impact thereof shall be taken into account in determining whether there has been, or would reasonably be expected to be, aCompany Material Adverse Effect