Common use of Changes in Market Conditions Clause in Contracts

Changes in Market Conditions. Subsequent to the date of the Pricing Agreement relating to the Designated Securities, there shall not have occurred any of the following: (i) any downgrading in the rating of any debt securities of the Company by Mood▇'▇ ▇▇▇estors Service, Inc. or Standard and Poor's Ratings Group, or any public announcement that either organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating), (ii) trading in the Company's common stock shall have been suspended on the New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or limited, (iii) a banking moratorium shall have been declared either by Federal or New York State authorities, or (iv) there shall have occurred any outbreak or material escalation of hostilities in which the United States is involved or other substantial national or international calamity or crisis if the effect of any such event described in this clause (iv) on the financial markets of the United States, in the reasonable judgment of the Representatives, 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 Prospectus.