definiens: shall mean any effect, event, occurrence, development, circumstance, change orcondition ( an ) that, individually or in the aggregate with other Effects is, or would reasonably be expected to bematerially adverse to the assets, liabilities, business, financial condition or results of operations of the Company, taken as awhole, or on the ability of the Company to complete the Closing pursuant to the terms hereof and/or comply with itsobligations hereunder ; provided, however, that none of the following shall be deemed either alone or in combination toconstitute, and none of the following shall be taken into account in determining whether there has been or will be, a CompanyMaterial Adverse Effect : ( a ) changes or developments in the medical device industry generally, which changes ordevelopments do not disproportionately affect the Company relative to other participants in the medical device industry inany material respect, ( b ) changes or developments in financial or securities markets or the economy in general, which changesdo not disproportionately affect the Company in any material respect, ( c ) failure of the Company to 4meet projections of earnings, revenues or other financial measures ( whether such projections were made by the Company orother third parties ) ; provided that this clause ( c ) shall not exclude any underlying Effect which may have caused such failureto meet projections, ( d ) Effects ( including disruption or loss of existing or prospective customers, distributors, suppliers, employees or other relationships ) resulting from the announcement of the transactions contemplated by this Agreement or ( e)any adverse Effect resulting from or relating to any change in accounting requirements or principles