definiens: means any change, effect, event, occurrence, state of facts or development that has been or is reasonably likely to be materially adverse to theassets, liabilities, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole ; provided, however, that none of the following shall bedeemed in itself, or in any combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material AdverseEffect : ( a ) any changes in conditions in the U.S. or global economy generally or the U.S. or global capital, credit or financial markets generally, including changes in commercialbank loan interest risks or currency exchange rates ; ( b ) any changes generally affecting the industry in which the Company and the Subsidiaries participate or the markets inwhich they operate ; ( c ) any changes after the date hereof in, or required by, applicable Laws or other binding directives issued by any Governmental Authority or theinterpretation thereof ; ( d ) any effect of earthquakes, hurricanes, floods or other natural disasters ; ( e ) any effect of acts of war ( whether or not declared ), armed hostilities, sabotage or terrorism or the threat thereof ; ( f ) any effects of the of the U.S. government as a result of any impasse in the United States Congress over the budget orfederal debt ceiling, including delays in payments by Medicare or Medicaid or other government agencies, delays or failures to act by any Governmental Authority ; ( g ) actions oromissions taken by the Company or its Subsidiaries directly related to the satisfaction of their respective obligations under this Agreement or taken at the specific direction ofBiomet, Parent or Merger Sub ; ( h ) any adverse change, effect, event or occurrence arising from or otherwise relating to the announcement, pendency or anticipatedconsummation of any of the transactions contemplated by this Agreement or the identity of [COMPANY] or Parent ; or ( i ) any failure, in and of itself, by the Company or theSubsidiaries to meet any written or oral projections, estimates or budgets for any period ( but excluding herefrom any effect, event, development, occurrence or changeunderlying such failure to the extent such effect, event, development, occurrence or change would otherwise constitute a Material Adverse Effect ) ; provided, further, that in thecase of the foregoing clauses ( a ), ( b ) and ( f ), except to the extent that such matters disproportionately impact the Company and the Subsidiaries ( taken as a whole ) relative toother businesses in the industries in which the Company and the Subsidiaries operate