Market Out Sample Clauses

Market Out. (A) From time to time, Buyer’s public utility affiliate (ENSTAR Natural Gas Company) has experienced a loss of its customer base due to one or more customers initiating service with a third party for reasons beyond Buyer’s reasonable control (a “Market Out” of certain volumes). “Market Out” does not include variations of demand due to weather fluctuations, customer conservation, or storage inventory. Buyer may experience one or more Market Out(s) during the Term. (B) If a Market Out occurs in excess of one percent (1%) of Buyer’s Forecast for one or more Contract Years during the Term, by Formal Notice Buyer will provide verification of such Market Out to Seller. With at least 60 Days’ Formal Notice, Buyer may reduce its Firm Annual Contract Quantity and the corresponding Firm Daily Contract Quantities in the affected Contract Years in proportion to the Market Out volumes. (C) If some or all of the Market Out returns to ENSTAR Natural Gas Company’s customer base (“Market Return”), Buyer will provide notice and verification of such Market Return to Seller. Should Buyer need to purchase additional Gas to meet demand associated with Market Return, Buyer will first contact Seller by Formal Notice at least 60 Days prior to the anticipated Market Return or as soon as commercially practicable to purchase these volumes under this Agreement. Upon Seller’s agreement, Buyer will increase its Firm Annual Contract Quantity and the corresponding Firm Daily Contract Quantities in the affected Contract Years in proportion to the Market Return volumes. (D) Buyer and Seller will work together in good faith to make the necessary adjustments to the Firm Annual Contract Quantity and corresponding Firm Daily Contract Quantities to minimize the disruption to both Parties in the Contract Year that a Market Out or Market Return first appears, as well as in later Contract Years.

Market Out. If, after the date of this Agreement and prior to the Closing Time, the state of financial markets in Canada, the United States or elsewhere where it is planned to market the Offered Securities is such that, in the reasonable opinion of any one Agent, the Offered Securities cannot be marketed profitably, then any such Agent shall be entitled, at its option and in accordance with Section 11(f), to terminate its obligations under this Agreement by written notice to that effect given to the Corporation at any time at or prior to such Closing Time.

Market Out. Any change in the U.S., Canadian or international financial, political or economic conditions the effect of which is such as to make it, in the reasonable judgment of the Agent, impractical to market or to enforce contracts for the sale of the Offered Units, including without limitation, (i) if trading or quotation in any of the Corporation's securities shall have been suspended or limited by the SEC, or by any Securities Commission in the Qualifying Jurisdictions or by the TSXV, or (ii) trading in securities generally on the TSXV shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the SEC or the Financial Industry Regulatory Authority FINRA, or (iii) the declaration of any banking moratorium by any Canadian federal authorities, or (iv) any major disruption of settlements of securities or payment or clearance services in Canada where the securities of the Corporation are listed;

Market Out. The state of financial markets is such that the Units cannot, in the reasonable opinion of the Underwriters (or any one of them), be successfully or profitably marketed.

Market Out. The state of the financial markets in Canada or the United States is such that in the reasonable opinion of the Agents, the Special Warrants cannot be marketed profitably;

Market Out. Subsequent to the execution and delivery of this Agreement, (i) (A) there shall not have occurred a declaration of a general moratorium on commercial banking activities by either the Federal or New York State authorities or a material disruption in the securities settlement or clearance systems in the United States, which moratorium or disruption remains in effect and which, in the Representatives' reasonable judgment, substantially impairs the Underwriters' ability to settle the transaction; provided that the exercise of such judgment will take into account the availability of alternative means for settlement and the likely duration of such moratorium or disruption with the understanding that if the Commission or with respect to a banking moratorium, the Board of Governors of the Federal Reserve System or New York State banking authority, as applicable, has unequivocally stated prior to the Closing Date that the resumption of such systems will occur within three (3) Business Days of the scheduled Closing Date for the Notes, the ability to settle the transaction will not be deemed to be substantially impaired and (B) the United States shall not have become engaged in hostilities which have resulted in the declaration of a national emergency or a declaration of war, which makes it impracticable or inadvisable, in the Representatives' reasonable judgment, to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Prospectus as amended or supplemented; and (ii) there shall not have occurred (A) any suspension or limitation on trading in securities generally on the New York Stock Exchange or the National Association of Securities Dealers National Market system, or any setting of minimum prices for trading on such exchange or market system, (B) any suspension of trading of any securities of Ford Motor Company on any exchange or in the over-the-counter market or (C) any material outbreak or material escalation of hostilities involving the engagement of armed conflict in which the United States is involved or (D) any material adverse change in the general economic, political, legal, tax, regulatory or financial conditions or currency exchange rates in the United States (whether resulting from events within or outside the United States) which, in the Representatives' view has caused a substantial deterioration in the price and/or value of the Notes, that in the case of clause (A), (B), (C) or (D), in the mut...

Market Out. There should occur such adverse material change in general market conditions such that the Units cannot, in the reasonable opinion of the Underwriters (or any one of them), be successfully or profitably marketed.

Market Out. Any change in the U.S., Canadian or international financial, political or economic conditions or the effect of which is such as to make it, in the judgment of the Joint Book-Running Managers, impractical to market or to enforce contracts for the sale of the Shares, including without limitation, (i) if trading or quotation in any of the Company’s securities shall have been suspended or limited by the SEC, or by the NASDAQ or by any Canadian Commission or by the TSX, or (ii) trading in securities generally on any of the NASDAQ or the TSX shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the SEC or FINRA, or (iii) the declaration of any banking moratorium by any Canadian, U.S. federal or New York authorities, or (iv) any major disruption of settlements of securities or payment or clearance services in the United States or Canada where the securities of the Company are listed.

Market Out. On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in the Company’s or the Guarantor’s securities on the New York Stock Exchange, the Mercato Telematico Azionario or the Luxembourg Stock Exchange; (ii) the imposition of the proposal of exchange controls by any Governmental Authority in the country in the currency of which the Designated Securities may be denominated; (iii) trading in securities generally on the New York Stock Exchange, NASDAQ, the American Stock Exchange, the Mercato Telematico Azionario or the Luxembourg Stock Exchange shall have been suspended or limited minimum prices shall have been established on any such exchange or market by the Commission, the Commissione Nazionale per le Società e la Borsa or the Commission de Surveillance du Secteur Financier, by such exchange or market or by any other Governmental Authority having jurisdiction; (iv) a general moratorium on commercial banking activities shall have been declared by the Italian, Luxembourg, United States Federal or New York State authorities; or (v) the occurrence of any outbreak or escalation of hostilities, or any material adverse change in national or international financial, political, industrial or economic conditions or any calamity or crises, whether within or outside the United States, if the effect of any event specified in this clause (v) in the judgment of all the Representatives, after consultation with the Company and the Guarantor to the extent practicable, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Pricing Prospectus and the Prospectus relating to such Designated Securities;