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Federal Register / Vol. 86, No. 152 / Wednesday, August 11, 2021 / Notices iv providing for those other matters set forth in this Agreement and in all guidelines adopted hereunder;
v operating the System to comply with Applicable Laws; and vi engaging in any other business or activity that now or hereafter may be necessary, incidental, proper, advisable, or convenient to accomplish any of the foregoing purposes and that is not prohibited by the Delaware Act, the Exchange Act, or other Applicable Law.
b The Company shall have all the powers necessary or convenient to carry out the purposes for which it is formed, including the powers granted by the Delaware Act.
c It is expressly understood that each Member shall be responsible for the collection of Transaction Reports and Quotation Information within its Market and that nothing in this Agreement shall be deemed to govern or apply to the manner in which each Member does so.
Section 2.5 Term.
The term of the Company commenced as of the date the Certificate was filed with the Secretary of State of the State of Delaware, and shall continue in existence perpetually until the Company is dissolved in accordance with the provisions of the Certificate or this Agreement. Notwithstanding the foregoing, this Agreement shall not become effective until the Effective Date.
Section 2.6 No State-Law Partnership.
The Members intend that the Company not be a partnership including a limited partnership or joint venture, and that no Member be a partner or joint venturer of any other Member by virtue of this Agreement for any purposes other than as set forth in Sections 10.2 and 10.3, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter of this Agreement shall be construed to suggest otherwise.
Article III.
MEMBERSHIP

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Section 3.1 Members.
The Members of the Company shall consist of the Persons identified in Exhibit A, as updated from time to time to reflect the admission of new Members pursuant to this Agreement.
Section 3.2 New Members.
a Any national securities association or national securities exchange whose market, facilities, or members, as applicable, trades Eligible Securities may become a Member by i providing written notice to the Company, ii executing a joinder to this Agreement, at which time Exhibit A shall be amended to reflect the addition of such association or exchange as a Member, iii paying a Membership Fee to the Company as determined pursuant to Section 3.2b, and iv executing a joinder to any other agreements to which all of the other Members have been made party in connection with being a Member. Membership Fees paid shall be added to the general revenues of the Company.

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b The Membership Fee shall be based upon the following factors:
i the portion of costs previously paid by the Company or by the Members prior to the formation of the Company for the development, expansion, and maintenance of the System which, under GAAP, would have been treated as capital expenditures and would have been amortized over the five years preceding the admission of the new Member and for this purpose all such capital expenditures shall be deemed to have a fiveyear amortizable life; and ii an assessment of costs incurred and to be incurred by the Company for modifying the System or any part thereof to accommodate the new Member, which are not otherwise required to be paid or reimbursed by the new Member.
ac Participants of the CQ Plan, CTA
Plan, and UTP Plan are not be required to pay the Membership Fee.
Section 3.3 Transfer of Membership Interests.
Except as set forth in Section 3.4, a Member shall not have the right to Transfer whether in whole or in part its Membership Interest in the Company.
Section 3.4 Withdrawal From Membership.
a Any Member may voluntarily withdraw from the Company at any time on not less than 30 days prior written notice the Withdrawal Date, by i providing such notice of such withdrawal to the Company, ii causing the Company to file with the Commission an amendment to effectuate the withdrawal and iii Transferring such Members Membership Interest to the Company.
b A Member shall automatically be withdrawn from the Company upon such Member no longer being a registered national securities association or registered national securities exchange. Such Members Membership Interest will automatically transfer to the Company. The Company shall file with the Commission an amendment to effectuate the withdrawal.
c A withdrawal of a Member shall not be effective until approved by the Commission after filing an amendment to the Agreement in accordance with Section 13.5.
d From and after the Withdrawal Date of such Member:
iii Such Member shall remain liable for any obligations under this Agreement of such Member including indemnification obligations arising prior to the Withdrawal Date but such Member shall have no further obligations under this Agreement or to any of the other Members arising after the Withdrawal Date;
iv Such Member shall be entitled to receive a portion of the Net Distributable Operating Income if any in accordance with Exhibit D attributable to the period prior to the Withdrawal Date of such Member;
v Such Member shall cease to have the right to have its Transaction Reports, Quotation Information, or other information disseminated over the System; and vi Profits and losses of the Company shall cease to be allocated to the Capital Account of such Member.

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Section 3.5
Member Bankruptcy.
In the event a Member becomes subject to one or more of the events of bankruptcy enumerated in Section 18304 of the Delaware Act, that event by itself shall not cause a withdrawal of such Member from the Company so long as such Member continues to be a national securities association or national securities exchange.
Section 3.6 Undertaking by All Members.
Following the Operative Date, each Member shall be required, pursuant to Rule 608c of Regulation NMS, to comply with the provisions hereof and enforce compliance by its members with the provisions hereof.
Section 3.7 Obligations and Liability of Members.
a Except as otherwise provided in this Agreement or Applicable Law, no Member shall be obligated to contribute capital or make loans to the Company.
b Except as provided in this Agreement or Applicable Law, no Member shall have any liability whatsoever in its capacity as a Member, whether to the Company, to any of the Members, to the creditors of the Company or to any other Person, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company. Notwithstanding the foregoing, to the extent that amounts have not been paid to the Processors or Administrator under the terms of the Processor Services Agreements and Administrative Services Agreement, respectively, or this Agreement, as and when due, i each Member shall be obligated to return to the Company its pro rata share of any moneys distributed to such Member in the one year period prior to such default in payment such pro rata share to be based upon such Members proportionate receipt of the aggregate distributions made to all Members in such one year period until an aggregate amount equal to the amount of any such defaulted payments has been recontributed to the Company and ii the Company shall promptly pay such amount to the Processors or Administrator, as applicable.
c In accordance with the Delaware Act, a member of a limited liability company may, under certain circumstances, be required to return amounts previously distributed to such member. It is the intent of the Members that no distribution to any Member pursuant to this Agreement shall be deemed a return of money or other property paid or distributed in violation of the Delaware Act.
The payment of any such money or distribution of any such property to a Member shall be deemed to be a compromise within the meaning of the Delaware Act, and the Member receiving any such money or property shall not be required to return any such money or property to any Person;
provided, however, that a Member shall be required to return to the Company any money or property distributed to it in clear and manifest accounting or similar error or as otherwise provided in Section 3.7b.
However, if any court of competent jurisdiction holds that, notwithstanding the
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