definiens: means any effect, change, event or circumstance ( an ) that ( a ) has or would reasonably be expected to have a material adverse effect on the business, financial condition, operations or results of oper ations of the Acquired Companies taken as a whole ; provided, however, that, in no event will any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occur red, a Company Material Adverse Effect : Effects resulting from ( i ) conditions generally affecting the industries in which the Acquired Companies operate ( ii ) changes generally affecting the United States or global economy or capital markets as a whole ; ( ii i ) hurricane, flood, tornado, earthquake or other natural disaster, epidemic, plague, pandemic ( including the COVID -19 pandemic ) or other public health event or any other force majeure event, whether or not caused by any Person, or any national or internat ional calamity or crisis ; ( iv ) any changes ( after the date of this Agreement ) in GAAP or applicable Legal Requirements ; ( v ) the public announcement of the Agreement or the pendency of the Transactions ; or ( vi ) the taking of any action, or the failure to ta ke any action, by Company that is expressly required by the terms of the Agreement, and with respect to items ( i ) – ( iv ), only to the extent that, individually or in the aggregate, such Effects do not have a disproportionate impact on the Acquired Companie s taken as a whole ; or ( b ) prevents Company from consummating the Merger