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Federal Register / Vol. 86, No. 152 / Wednesday, August 11, 2021 / Notices
the requisite background and professional experience to understand the interests of retail investors, the work of the Operating Committee of the Company, and the role of market data in the U.S. equity market, and 4
is not affiliated with a Member or brokerdealer.
qqq Self-regulatory organization or SRO has the meaning provided in Section 3a26 of the Exchange Act.
rrr SIP Halt means a Regulatory Halt to trading in one or more securities that a Primary Listing Market declares in the event of a SIP Outage or Material SIP Latency.
sss SIP Halt Resume Time means the time that the Primary Listing Market determines as the end of a SIP Halt.
ttt SIP Outage means a situation in which a Processor has ceased, or anticipates being unable, to provide updated and/or accurate quotation or last sale price information in one or more securities for a material period that exceeds the time thresholds for an orderly failover to backup facilities established by mutual agreement among the Processors, the Primary Listing Market for the affected securities, and the Operating Committee unless the Primary Listing Market, in consultation with the affected Processor and the Operating Committee, determines that resumption of accurate data is expected in the near future.
uuu SRO Applicant means 1 any Person that is not a Member and for which the Commission has published a Form 1 to be registered as a national securities exchange or national securities association to operate a Market, or 2 a national securities exchange that is not a Member and for which the Commission has published a proposed rules change to operate a Market.
vvv SRO Group means a group of Members that are Affiliates.
www SRO Voting Representative means an individual designated by each SRO
Group and each Non-Affiliated SRO pursuant to Section 4.2a to vote on behalf of such SRO Group or such Non-Affiliated SRO.
xxx Subscriber means a Person that receives Current Transaction Reports or Quotation Information from the Processors or a Vendor and that itself is not a Vendor.
yyy System means all data processing equipment, software, communications facilities, and other technology and facilities, utilized by the Company or the Processors in connection with the collection, consolidation, and dissemination of Transaction Reports, Quotation Information, and other information concerning Eligible Securities.
zzz Taxes means taxes, levies, imposts, charges, and duties including withholding tax, stamp, and transaction duties imposed by any taxing authority together with any related interest, penalties, fines, and expenses in connection with them.
aaaa Trading Center has the same meaning as that term is defined in Rule 600b82 of Regulation NMS.
bbbb Transaction Reports means reports required to be collected and made available pursuant to this Agreement containing the stock symbol, price, and size of the transaction executed, the Market in which the transaction was executed, and
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related information, including a buy/sell/
cross indicator, trade modifiers, and any other required information reflecting completed transactions in Eligible Securities.
cccc Transfer means to directly sell, transfer, assign, pledge, encumber, hypothecate, or similarly dispose of, either voluntarily or involuntarily, by operation of law or otherwise, or to enter into any contract, option, or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation, or similar disposition of any Membership Interests owned by a Person or any interest including a beneficial interest in any Membership Interests owned by a Person. Transfer when used as a noun shall have a correlative meaning.
dddd UTP Plan means the Joint SelfRegulatory Organization Plan Governing the Collection, Consolidation and Dissemination of Quotation and Transaction Information for Nasdaq-Listed Securities Traded on Exchanges on an Unlisted Trading Privileges Basis.
eeee Vendor means a Person that the Administrator has approved to re-distribute Current Transaction Reports or Quotation Information to the Persons employees or to others.
ffff Voting Representative means an SRO Voting Representative or a Non-SRO
Voting Representative.
Section 1.2 Interpretation.
For purposes of this Agreement: a the words include, includes, and including shall be deemed to be followed by the words without limitation; b the word or is not exclusive; and c the words herein, hereof, hereby, hereto, and hereunder refer to this Agreement as a whole. The definitions given for any defined terms in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. Unless the context otherwise requires, references herein: x to Articles, Sections, and Exhibits mean the Articles and Sections of, and Exhibits attached to, this Agreement; y to an agreement, instrument, or other document mean such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and z to a statute mean such statute as amended from time to time and includes any successor legislation thereto and any rules and regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
Article II.
ORGANIZATION
Section 2.1 Formation.
a The Members formed the Company as a limited liability company on ,

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pursuant to the Delaware Act by filing a certificate of formation the Certificate with the Delaware Secretary of State.
b This Agreement shall constitute the limited liability company agreement as that term is used in the Delaware Act of the Company. The rights, powers, duties, obligations, and liabilities of the Members shall be determined pursuant to the Delaware Act and this Agreement. To the extent that the rights, powers, duties, obligations, and liabilities of any Member are different by reason of any provision of this Agreement than they would be under the Delaware Act in the absence of such provision, this Agreement shall, to the extent permitted by the Delaware Act, control.
Section 2.2 Name.
The name of the Company is CT Plan LLC and all Company business shall be conducted in that name or such other name or names as the Operating Committee may designate; provided, that the name shall always contain the words Limited Liability Company or the abbreviation L.L.C. or the designation LLC.
Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices.
a The registered office of the Company required by the Delaware Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office which need not be a place of business of the Company as the Operating Committee may designate from time to time in the manner provided by the Delaware Act and Applicable Law.
b The registered agent for service of process of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Operating Committee may designate from time to time in the manner provided by the Delaware Act and Applicable Law.
c The principal office of the Company shall be located at such place as the Operating Committee may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain its books and records there. The Company shall give prompt notice to each of the Members of any change to the principal office of the Company.
d The Company may have such other offices as the Operating Committee may designate from time to time.
Section 2.4 Purpose; Powers.
a The purposes of the Company are to engage in the following activities on behalf of the Members:
i the collection, consolidation, and dissemination of Transaction Reports, Quotation Information, and such other information concerning Eligible Securities as the Members shall agree as provided herein;
ii contracting for the distribution of such information;
iii contracting for and maintaining facilities to support any activities permitted in this Agreement and guidelines adopted hereunder, including the operation and administration of the System;

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