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Federal Register / Vol. 86, No. 152 / Wednesday, August 11, 2021 / Notices
operation of the Company with the Commission; and vi Beginning three months after the Effective Date, and continuing every three months thereafter until the Operative Date, the Operating Committee shall provide a written report to the Commission, and shall make that report publicly available, on the actions undertaken and progress made toward completing each of the actions listed above in this subsection d.
de Until the Operative Date, the Members will continue to operate pursuant to the CQ Plan, CTA Plan, and UTP Plan with respect to the public dissemination of realtime consolidated equity market data for Eligible Securities rather than this Agreement.
ef As of the Operative Date, the Members shall conduct, through the Company, the Processor and Administrator functions related to the public dissemination of real-time consolidated equity market data for Eligible Securities required by the Commission to be performed by the Members under the Exchange Act.
fg It is understood and agreed that, in performing their obligations and duties under this Agreement, the Members are performing and discharging functions and responsibilities related to the operation of the national market system for and on behalf of the Members in their capacities as selfregulatory organizations, as required under the Section 11A of the Exchange Act, and pursuant to Rule 603b of Regulation NMS
thereunder. It is further understood and agreed that this Agreement and the operations of the Company shall be subject to ongoing oversight by the Commission. No provision of this Agreement shall be construed to limit or diminish the obligations and duties of the Members as self-regulatory organizations under the federal securities laws and the regulations thereunder.
Article I.

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DEFINITIONS
Section 1.1 Definitions.
As used throughout this Agreement and the Exhibits:
a Administrator means the Person selected by the Company to perform the administrative functions described in this Agreement pursuant to the Administrative Services Agreement.
b Advisory Committee Member means an individual selected pursuant to Section IIIeiiA of the CTA Plan and Section IVEbi of the UTP Plan to be a member of the Advisory Committees of the CTA Plan and UTP Plan.
c Affiliate means, as to any Person, any other Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with such Person. Affiliate or Affiliated, when used as an adjective, shall have a correlative meaning.
d Agent means, for purposes of Exhibit C, agents of the Operating Committee, a Member, the Administrator, and the Processors, including, but not limited to, attorneys, auditors, advisors, accountants, contractors or subcontractors.
e Applicable Law means all applicable provisions of a constitutions, treaties,
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statutes, laws including the common law, rules, regulations, decrees, ordinances, codes, proclamations, declarations or orders of any Governmental Authority; b any consents or approvals of any Governmental Authority;
and c any orders, decisions, advisory or interpretative opinions, injunctions, judgments, awards, decrees of, or agreements with, any Governmental Authority.
f Best Bid and Offer has the meaning ascribed to the term best bid and best offer by Rule 600b8 of Regulation NMS.
g Capital Contributions means any cash, cash equivalents, or other property that a Member contributes to the Company with respect to its Membership Interest.
h Chair shall mean the individual elected pursuant to Section 4.4e.
i Code means the Internal Revenue Code of 1986, as amended.
j Commission or SEC means the U.S.
Securities and Exchange Commission.
k Company Indemnified Party means a Person, and any other Person of whom such Person is the legal representative, that is or was a Member or, an SRO Voting Representative, or a Non-SRO Voting Representative.
l Confidential Information means, except to the extent covered by the definitions for Restricted Information, Highly Confidential Information, or Public Information: i Any non-public data or information designated as Confidential by the Operating Committee pursuant to Section 4.3; ii any document generated by a Member or Non-SRO Voting Representative and designated by that Member or Non-SRO
Voting Representative as Confidential; and iii the individual views and statements of Covered Persons and SEC staff disclosed during a meeting of the Operating Committee or any subcommittees thereunder.
m Control means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interest, by contract or otherwise.
n Covered Persons means representatives of the Members including the SRO Voting Representative, alternate SRO Voting Representative, and Member Observers, the Non-SRO Voting Representatives, SRO Applicants, SRO
Applicant Observers, the Administrator, and the Processors; Aaffiliates, employees, and Agents of the Operating Committee, a Member, the Administrator, and the Processors; and any third parties invited to attend meetings of the Operating Committee or subcommittees; and the employers of Non-SRO Voting Representatives. Covered Persons do not include staff of the SEC.
o CQ Plan means the Restated CQ Plan.
p CT Feeds means the CT Quote Data Feeds and the CT Trade Data Feeds.
q CT Quote Data Feeds means the services that provides Vendors and Subscribers with i National Best Bids and Offers and their sizes and the Members identifiers providing the National Best Bids and Offers; ii each Members Best Bids and Offers and their sizes and the Members identifier; and iii in the case of FINRA, the
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identifier of the FINRA Participants that constitutes FINRAs Best Bids and Offers, in each case for Eligible Securities.
r CT Trade Data Feeds means the services that provides Vendors and Subscribers with Transaction Reports for Eligible Securities.
s CTA Plan means the Second Restatement of the CTA Plan.
t Current means, with respect to Transaction Reports or Quotation Information, such Transaction Reports or Quotation Information during the fifteen 15
minute period immediately following the initial transmission thereof by the Processors.
u Delaware Act means the Delaware Limited Liability Company Act, Title 6, Chapter 18, 18101, et seq., and any successor statute, as amended.
v Distribution means a distribution to the Members of revenues of the Company under this Agreement pursuant to Section 8.3
and Exhibit D of the Agreement.
w Eligible Security means i any equity security, as defined in Section 3a11
of the Exchange Act, or ii a security that trades like an equity security, in each case that is listed on a national securities exchange.
x ET means Eastern Time.
y Exchange Act means the Securities Exchange Act of 1934, as amended.
z Executive Session means a meeting of the Operating Committee pursuant to Section 4.4g, which includes SRO Voting Representatives, Member Observers, SEC
Staff, and other persons as deemed appropriate by majority vote of the SRO
Voting Representatives.
aa Extraordinary Market Activity means a disruption or malfunction of any electronic quotation, communication, reporting, or execution system operated by, or linked to, the Processors or a Trading Center or a member of such Trading Center that has a severe and continuing negative impact, on a market-wide basis, on quoting, order, or trading activity or on the availability of market information necessary to maintain a fair and orderly market. For purposes of this definition, a severe and continuing negative impact on quoting, order, or trading activity includes i a series of quotes, orders, or transactions at prices substantially unrelated to the current market for the security or securities; ii duplicative or erroneous quoting, order, trade reporting, or other related message traffic between one or more Trading Centers or their members; or iii the unavailability of quoting, order, transaction information, or regulatory messages for a sustained period.
bb Fees means fees charged to Vendors and Subscribers for Transaction Reports and Quotation Information in Eligible Securities.
cc Final Decision of the Operating Committee means an action or inaction of the Operating Committee as a result of the vote of the Operating Committee, but will not include the individual votes of a Voting Representative.
dd FINRA means the Financial Industry Regulatory Authority, Inc.
ee FINRA Participant means a FINRA
member that utilizes the facilities of FINRA
pursuant to applicable FINRA rules.

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