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jbell on DSKJLSW7X2PROD with NOTICES2

Federal Register / Vol. 86, No. 152 / Wednesday, August 11, 2021 / Notices ff Fiscal Year means the fiscal year of the Company adopted pursuant to Section 10.1a of this Agreement.
gg GAAP means United States generally accepted accounting principles in effect from time to time, consistently applied.
hh Governmental Authority means a the U.S. federal government or government of any state of the U.S., b any instrumentality or agency of any such government, c any other individual, entity or organization authorized by law to perform any executive, legislative, judicial, regulatory, administrative, military or police functions of any such government, or d any intergovernmental organization of U.S.
entities, but Governmental Authority excludes any self-regulatory organization registered with the Commission.
ii Highly Confidential Information means any highly sensitive Member-specific, customer-specific, individual-specific, or otherwise sensitive information relating to the Operating Committee, Members, Vendors, Subscribers, or customers that is not otherwise Restricted Information. Highly Confidential Information includes: The Companys contract negotiations with the Processors or Administrator; personnel matters that affect the employees of SROs or the Company; information concerning the intellectual property of Members or customers; and any document subject to the Attorney-Client Privilege or Work Product Doctrine.
jj Limit Up Limit Down means the Plan to Address Extraordinary Market Volatility pursuant to Rule 608 of Regulation NMS
under the Exchange Act.
kk Losses means losses, judgments, penalties including excise and similar taxes and punitive damages, fines, settlements, and reasonable expenses including reasonable attorneys fees actually incurred by such Company Indemnified Party as a Party to a Proceeding.
ll Market means i in respect of FINRA
or a national securities association, the facilities through which FINRA Participants display quotations and report transactions in Eligible Securities to FINRA and ii in respect of each national securities exchange, the marketplace for Eligible Securities that such exchange operates.
mm Market-Wide Circuit Breaker means a halt in trading in all stocks in all Markets under the rules of a Primary Listing Market.
nn Material SIP Latency means a delay of quotation or last sale price information in one or more securities between the time data is received by the Processors and the time the Processors disseminate the data, which delay the Primary Listing Market determines, in consultation with, and in accordance with, publicly disclosed guidelines established by the Operating Committee, to be a material and b unlikely to be resolved in the near future.
oo Member Observer means any individual,employee of a Member other than a Voting Representative, or any attorney to a Member, that a Member, in its sole discretion, determines is necessary in connection with such Members compliance with its obligations under Rule 608c of
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Regulation NMS to attend Operating Committee and subcommittee meetings, provided that the designation of the Member Observer is consistent with the prohibition in Section 4.10bi.
pp Membership Fee means the fee to be paid by a new Member pursuant to Section 3.2.
qq Membership Interest means an interest in the Company owned by a Member.
rr Nasdaq means The Nasdaq Stock Market LLC.
ss National Best Bid and Offer has the meaning ascribed to the term national best bid and national best offer by Rule 600b43 of Regulation NMS.
tt National securities association means a securities association that is registered under Section 15A of the Exchange Act.
uu National securities exchange means a securities exchange that is registered under Section 6 of the Exchange Act.
vv Network A Security means an Eligible Security for which NYSE is the Primary Listing Market.
ww Network B Security means an Eligible Security for which a national securities exchange other than NYSE or Nasdaq is the Primary Listing Market.
xx Network C Security means an Eligible Security for which Nasdaq is the Primary Listing Market.
yy Non-Affiliated SRO means a Member that is not affiliated with any other Member.
zz Non-SRO Voting Representative means an individual selected pursuant to Section 4.2b to serve on the Operating Committee.
aaa NYSE means the New York Stock Exchange LLC.
bbb Officer means each individual designated as an officer of the Company pursuant to Section 4.8.
ccc Operating Committee means the committee established under Article IV of this Agreement, each member of which shall be deemed a manager as defined in the Delaware Act and shall be referred to herein as a Voting Representative.
ddd Operational Halt means a halt in trading in one or more securities only on a Members Market declared by such Member and is not a Regulatory Halt.
eee Party to a Proceeding means a Company Indemnified Party that is, was, or is threatened to be made, a party to a Proceeding, or is involved in a Proceeding, by reason of the fact that such Company Indemnified Party is or was a Member and/
or, an SRO Voting Representative, or a NonSRO Voting Representative.
fff PDP means a Member or nonMembers proprietary market data product that includes Transaction Reports and Quotation Information data in Eligible Securities from a Members Market or a Trading Center, and if from a Member, is filed with the Commission.
ggg Person means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association, or other entity.
hhh Primary Listing Market means the national securities exchange on which an
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Eligible Security is listed. If an Eligible Security is listed on more than one national securities exchange, Primary Listing Market means the exchange on which the security has been listed the longest.
iii Proceeding means any threatened, pending or completed suit, proceeding, or other action, whether civil, criminal, administrative, or arbitrative, or any appeal in such action or any inquiry or investigation that could lead to such an action.
jjj Processors means the entityies selected by the Company to perform the processing functions described in this Agreement and pursuant to the Processor Services Agreements, including the operation of the System.
kkk Public Information means: i any information that is not either Restricted Information or Highly Confidential Information or that has not been designated as Confidential Information; ii any Confidential Information that has been approved by the Operating Committee for release to the public; iii the duly approved minutes of the Operating Committee with detail sufficient to inform the public on matters under discussion and the views expressed thereon without attribution; iv Vendor, Subscriber and performance metrics;
v Processor transmission metrics; and vi any information that is otherwise publicly available, except for information made public as a result of a violation of the Companys Confidentiality Policy or Applicable Law.
Public Information includes, but is not limited to, any topic discussed during a meeting of the Operating Committee, an outcome of a topic discussed, or a Final Decision of the Operating Committee.
lll Regulatory Halt means a halt declared by the Primary Listing Market in trading in one or more securities on all Trading Centers for regulatory purposes, including for the dissemination of material news, news pending, suspensions, or where otherwise necessary to maintain a fair and orderly market. A Regulatory Halt includes a trading pause triggered by Limit Up Limit Down, a halt based on Extraordinary Market Activity, a trading halt triggered by a MarketWide Circuit Breaker, and a SIP Halt.
mmm Restricted Information means highly sensitive customer-specific financial information, customer-specific audit information, other customer financial information, and personal identifiable information.
nnn Quotation Information means all bids, offers, displayed quotation sizes, market center identifiers and, in the case of FINRA, the identifier of the FINRA Participant that entered the quotation, all withdrawals, and all other information pertaining to quotations in Eligible Securities required to be collected and made available to the Processors pursuant to this Agreement.
ooo Regular Trading Hours has the meaning provided in Rule 600b68 of Regulation NMS. Regular Trading Hours can end earlier than 4:00 p.m. ET in the case of an early scheduled close.
ppp Retail Representative means an individual who 1 represents the interests of retail investors, 2 has experience working with or on behalf of retail investors, 3 has
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