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 the state of the financial markets in Canada, the United States or elsewhere where it is planned to market the Offered Shares is such that in the reasonable opinion of the Agents, the Offered Shares cannot be marketed profitably;
Market Out. If, after the date hereof and prior to the Closing Time, the state of financial markets in Canada or the United States is such that, in the opinion of the Agent, acting reasonably, the Offered Shares cannot be marketed profitably, then the Agent shall be entitled, at their option and in accordance with subsection 19(e), to terminate their obligations under this Agreement by written notice to that effect given to the Company at any time at or prior to the Closing Time.
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. 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 Debentures, 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. 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. The state of the financial markets in Canada is such that, in the reasonable opinion of the Agents, the Offered Securities cannot be profitably marketed. The Agents shall make reasonable best efforts to give written notice to the Corporation of the occurrence of any of the events referred to in this Section 14, provided that neither the giving nor the failure to give such notice shall in any way affect the entitlement of the Agents to exercise their rights under this Section 14 at any time prior to or at the Closing Time.
Market Out. (a) There shall not have occurred any material adverse change in the financial markets in the United States (as defined below) or any outbreak of hostilities or escalation thereof or other calamity or crisis, (b) trading generally on the New York Stock Exchange shall not have been suspended, limited or restricted or minimum or maximum prices for trading shall not have been fixed, or maximum range for prices for securities shall not have been required, by said exchange or by order of the SEC or any other governmental authority, and (c) a banking moratorium shall not have been declared by either Federal or New York authorities. A "material adverse change in the financial markets in the United States" shall mean (i) a more than 10% single-day decline in either the Dow Jones Industrials Average or the Standard & Poors index of 500 stxxxx or (ii) a more than 20% decline in either such index on a cumulative basis between the close of trading on June 25, 1997 and the close of trading on the last trading day prior to Closing.
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. 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.
