Market Disruption Events
With respect to the underlier, the calculation agent will determine the official settlement price on the determination date. If the calculation agent determines that, on the determination date, a market disruption event has occurred or is continuing with respect to the underlier, the affected date may be postponed by up to ten trading days. If such a postponement occurs, the calculation agent will determine the official settlement price by reference to the official settlement price on the first trading day following such date on which no market disruption event occurs or is continuing. If however, the affected date is postponed to the last possible day, but a market disruption event occurs or is continuing on that day, the calculation agent will nevertheless determine the official settlement price on such day. In such an event, the calculation agent will estimate the official settlement price for the underlier that would have prevailed in the absence of the market disruption event.
The calculation agent may also postpone the determination of the initial underlier price in accordance with the above if it determines that a market disruption event has occurred or is continuing with respect to the underlier on the trade date.
If the calculation agent postpones the determination date (and therefore the determination of the official settlement price on such date), the calculation agent may also adjust the maturity date to maintain the same number of business days as existed prior to such postponement.
Notwithstanding the occurrence of one or more market disruption events with respect to the underlier, the calculation agent may waive its right to postpone the determination date if it determines that the applicable market disruption event has not or is not likely to materially impair its ability to determine the official settlement price of the underlier.
Any of the following will be a “market disruption event”, as determined by the calculation agent:
♦the official settlement price is not published for the underlier;
♦a material suspension, absence or limitation of trading in the underlier on its relevant exchange, or in option contracts relating to the underlier in the primary market for those contracts (as determined by the calculation agent, the “related exchange”);
♦the underlier or option contracts relating to the underlier do not trade on what was, on the trade date, the relevant exchange for the underlier or the related exchange for those options;
♦the relevant exchange for the underlier or the related exchange or quotation system, if any, for option contracts relating to the underlier fails to open for trading during its regular trading session;
♦any event that materially disrupts or impairs, as determined by the calculation agent, the ability of market participants to effect transactions in, or obtain market values for the underlier on its relevant exchange or effect transactions in, or obtain market values for option contracts related to the underlier on its related exchange (including, but not limited to, limitations, suspensions or disruptions of trading of one or more futures contracts on the underlier by reason of movements exceeding “limit up” or “limit down” levels permitted by the relevant exchange); or
♦any other event, if the calculation agent determines that the event materially interferes with our ability or the ability of any of our affiliates to establish, maintain or unwind all or a material portion of a hedge with respect to the notes.
The following events will not be market disruption events:
♦a limitation on the hours or numbers of days of trading in the underlier in its primary market, but only if the limitation results from an announced change in the regular business hours of the relevant market; or
♦a decision to permanently discontinue trading in the option contracts relating to the underlier.
For this purpose, an “absence of trading” in the related exchange for option contracts related to the underlier, if available, will not include any time when that market is itself closed for trading under ordinary circumstances.
In contrast, a suspension or limitation of trading in the underlier or option contracts related to the underlier, if available, by reason of any of:
♦a price change exceeding limits set by the relevant exchange or related exchange, as applicable,
♦an imbalance of orders, or
♦a disparity in bid and ask quotes,
will constitute a suspension or material limitation of trading.
“Relevant exchange” means, with respect to the underlier, the NYMEX or any successor thereto, and with respect to any successor commodity future (as defined under “Permanent Disruption Events; Alternative Method of Calculation” herein), the primary exchange or market of trading related to such successor commodity future, as determined by the calculation agent.