Common use of Advisory Committee Clause in Contracts

Advisory Committee. (a) An advisory committee to the Company (the “Advisory Committee”) shall be formed and shall function in accordance with SEC Rule 613(b)(7) and this Section 4.13. (b) No member of the Advisory Committee may be employed by or affiliated with any Participant or any of its Affiliates or facilities. A Representative of the SEC shall serve as an observer of the Advisory Committee (but shall not be a member thereof). The Operating Committee shall select one (1) member to serve on the Advisory Committee from representatives of each category identified in Sections 4.13(b)(i) through 4.13(b)(xii) to serve on the Advisory Committee on behalf of himself or herself individually and not on behalf of the entity for which the individual is then currently employed; provided that the members so selected pursuant to Sections 4.13(b)(i) through 4.13(b)(xii) must include, in the aggregate, representatives of no fewer than three (3) broker-dealers that are active in the options business and representatives of no fewer than three (3) broker-dealers that are active in the equities business; and provided further that upon a change in employment of any such member so selected pursuant to Sections 4.13(b)(i) through 4.13(b)(xii) a Majority Vote of the Operating Committee shall be required for such member to be eligible to continue to serve on the Advisory Committee: (i) a broker-dealer with no more than 150 Registered Persons; (ii) a broker-dealer with at least 151 and no more than 499 Registered Persons; (iii) a broker-dealer with 500 or more Registered Persons; (iv) a broker-dealer with a substantial wholesale customer base; (v) a broker-dealer that is approved by a national securities exchange (A) to effect transactions on an exchange as a specialist, market maker, or floor broker; or (B) to act as an institutional broker on an exchange; (vi) a proprietary-trading broker-dealer; (vii) a clearing firm; (viii) an individual who maintains a securities account with a registered broker or dealer but who otherwise has no material business relationship with a broker or dealer or with a Participant; (ix) a member of academia who is a financial economist; (x) three institutional investors, including an individual trading on behalf of an investment company or group of investment companies registered pursuant to the Investment Company Act of 1940; (xi) an individual with significant and reputable regulatory expertise; and CAT Reporters. (xii) a service bureau that provides reporting services to one or more (c) Four of the fourteen initial members of the Advisory Committee, as determined by the Operating Committee, shall have an initial term of one (1) year. Five of the fourteen initial members of the Advisory Committee, as determined by the Operating Committee, shall have an initial term of two (2) years. All other members of the Advisory Committee shall have a term of three (3) years. No member of the Advisory Committee may serve thereon for more than two consecutive terms. (d) The Advisory Committee shall advise the Participants on the implementation, operation, and administration of the Central Repository, including possible expansion of the Central Repository to other securities and other types of transactions. Members of the Advisory Committee shall have the right to attend meetings of the Operating Committee or any Subcommittee, to receive information concerning the operation of the Central Repository (subject to Section 4.13(e)), and to submit their views to the Operating Committee or any Subcommittee on matters pursuant to this Agreement prior to a decision by the Operating Committee on such matters; provided that members of the Advisory Committee shall have no right to vote on any matter considered by the Operating Committee or any Subcommittee and that the Operating Committee or any Subcommittee may meet in Executive Session if, by Majority Vote, the Operating Committee or Subcommittee determines that such an Executive Session is advisable. The Advisory Committee may provide the Operating Committee with recommendations of one or more candidates for the Operating Committee to consider when selecting members of the Advisory Committee pursuant to Section 4.3(a)(ii); provided, however, that the Operating Committee, at its sole discretion, will select the members of the Advisory Committee pursuant to Section 4.3(a)(ii) from the candidates recommended to the Operating Committee by the Advisory Committee, the Operating Committee itself, Participants or other persons. The Operating Committee may solicit and consider views on the operation of the Central Repository in addition to those of the Advisory Committee. (e) Members of the Advisory Committee shall receive the same information concerning the operation of the Central Repository as the Operating Committee; provided, however, that the Operating Committee may withhold information it reasonably determines requires confidential treatment. Any information received by members of the Advisory Committee in furtherance of the performance of their functions pursuant to this Agreement shall remain confidential unless otherwise specified by the Operating Committee.

Advisory Committee. ‌ (a) An advisory committee to the Company (the “Advisory Committee”) shall be formed and shall function in accordance with SEC Rule 613(b)(7) and this Section 4.13. (b) No member of the Advisory Committee may be employed by or affiliated with any Participant or any of its Affiliates or facilities. A Representative of the SEC shall serve as an observer of the Advisory Committee (but shall not be a member thereof). The Operating Committee shall select one (1) member to serve on the Advisory Committee from representatives of each category identified in Sections 4.13(b)(i) through 4.13(b)(xii) to serve on the Advisory Committee on behalf of himself or herself individually and not on behalf of the entity for which the individual is then currently employed; provided that the members so selected pursuant to Sections 4.13(b)(i) through 4.13(b)(xii) must include, in the aggregate, representatives of no fewer than three (3) broker-dealers that are active in the options business and representatives of no fewer than three (3) broker-dealers that are active in the equities business; and provided further that upon a change in employment of any such member so selected pursuant to Sections 4.13(b)(i) through 4.13(b)(xii) a Majority Vote of the Operating Committee shall be required for such member to be eligible to continue to serve on the Advisory Committee: (i) a broker-dealer with no more than 150 Registered Persons; (ii) a broker-dealer with at least 151 and no more than 499 Registered Persons; (iii) a broker-dealer with 500 or more Registered Persons; (iv) a broker-dealer with a substantial wholesale customer base; (v) a broker-dealer that is approved by a national securities exchange (A) to effect transactions on an exchange as a specialist, market maker, or floor broker; or (B) to act as an institutional broker on an exchange; (vi) a proprietary-trading broker-dealer; (vii) a clearing firm; (viii) an individual who maintains a securities account with a registered broker or dealer but who otherwise has no material business relationship with a broker or dealer or with a Participant; (ix) a member of academia who is a financial economist; (x) three institutional investors, including an individual trading on behalf of an investment company or group of investment companies registered pursuant to the Investment Company Act of 1940; (xi) an individual with significant and reputable regulatory expertise; and CAT Reporters. (xii) a service bureau that provides reporting services to one or more (c) Four of the fourteen initial members of the Advisory Committee, as determined by the Operating Committee, shall have an initial term of one (1) year. Five of the fourteen initial members of the Advisory Committee, as determined by the Operating Committee, shall have an initial term of two (2) years. All other members of the Advisory Committee shall have a term of three (3) years. No member of the Advisory Committee may serve thereon for more than two consecutive terms. (d) The Advisory Committee shall advise the Participants on the implementation, operation, and administration of the Central Repository, including possible expansion of the Central Repository to other securities and other types of transactions. Members of the Advisory Committee shall have the right to attend meetings of the Operating Committee or any Subcommittee, to receive information concerning the operation of the Central Repository (subject to Section 4.13(e)), and to submit their views to the Operating Committee or any Subcommittee on matters pursuant to this Agreement prior to a decision by the Operating Committee on such matters; provided that members of the Advisory Committee shall have no right to vote on any matter considered by the Operating Committee or any Subcommittee and that the Operating Committee or any Subcommittee may meet in Executive Session if, by Majority Vote, the Operating Committee or Subcommittee determines that such an Executive Session is advisable. The Advisory Committee may provide the Operating Committee with recommendations of one or more candidates for the Operating Committee to consider when selecting members of the Advisory Committee pursuant to Section 4.3(a)(ii); provided, however, that the Operating Committee, at its sole discretion, will select the members of the Advisory Committee pursuant to Section 4.3(a)(ii) from the candidates recommended to the Operating Committee by the Advisory Committee, the Operating Committee itself, Participants or other persons. The Operating Committee may solicit and consider views on the operation of the Central Repository in addition to those of the Advisory Committee. (e) Members of the Advisory Committee shall receive the same information concerning the operation of the Central Repository as the Operating Committee; provided, however, that the Operating Committee may withhold information it reasonably determines requires confidential treatment. Any information received by members of the Advisory Committee in furtherance of the performance of their functions pursuant to this Agreement shall remain confidential unless otherwise specified by the Operating Committee.

Advisory Committee. ‌ (a) An advisory committee to the Company (the “Advisory Committee”) shall be formed and shall function in accordance with SEC Rule 613(b)(7) and this Section 4.13. (b) No member of the Advisory Committee may be employed by or affiliated with any Participant or any of its Affiliates or facilities. A Representative of The SEC’s Chief Technology Officer (or the SEC individual then currently employed in a comparable position providing equivalent services) shall serve as an observer of the Advisory Committee (but shall not be a member thereof). The Operating Committee shall select one (1) member to serve on the Advisory Committee from representatives of each category identified in Sections 4.13(b)(i) through 4.13(b)(xii) to serve on the Advisory Committee on behalf of himself or herself individually and not on behalf of the entity for which the individual is then currently employed; provided that the members so selected pursuant to Sections 4.13(b)(i) through 4.13(b)(xii) must include, in the aggregate, representatives of no fewer than three (3) broker-dealers that are active in the options business and representatives of no fewer than three (3) broker-dealers that are active in the equities business; and provided further that upon a change in employment of any such member so selected pursuant to Sections 4.13(b)(i) through 4.13(b)(xii) a Majority Vote of the Operating Committee shall be required for such member to be eligible to continue to serve on the Advisory Committee: (i) a broker-dealer with no more than 150 Registered Persons; (ii) a broker-dealer with at least 151 and no more than 499 Registered Persons; (iii) a broker-dealer with 500 or more Registered Persons; (iv) a broker-dealer with a substantial wholesale customer base; (v) a broker-dealer that is approved by a national securities exchange (A) to effect transactions on an exchange as a specialist, market maker, or floor broker; or (B) to act as an institutional broker on an exchange; (vi) a proprietary-trading broker-dealer; (vii) a clearing firm; (viii) an individual who maintains a securities account with a registered broker or dealer but who otherwise has no material business relationship with a broker or dealer or with a Participant; (ix) a member of academia who is a financial economistwith expertise in the securities industry or any other industry relevant to the operation of the CAT System; (x) three an institutional investors, including an individual investor trading on behalf of an investment company a public entity or group of investment companies registered pursuant to the Investment Company Act of 1940;entities; entities; and (xi) an institutional investor trading on behalf of a private entity or (xii) an individual with significant and reputable regulatory expertise; and CAT Reporters. (xii) a service bureau that provides reporting services to one or more (c) Four of the fourteen twelve initial members of the Advisory Committee, as determined by the Operating Committee, shall have an initial term of one (1) year. Five Four of the fourteen twelve initial members of the Advisory Committee, as determined by the Operating Committee, shall have an initial term of two (2) years. All other members of the Advisory Committee shall have a term of three (3) years. No member of the Advisory Committee may serve thereon for more than two consecutive terms. (d) The Advisory Committee shall advise the Participants on the implementation, operation, and administration of the Central Repository, including possible expansion of the Central Repository to other securities and other types of transactions. Members of the Advisory Committee shall have the right to attend meetings of the Operating Committee or any Subcommittee, to receive information concerning the operation of the Central Repository (subject to Section 4.13(e)), and to submit their views to the Operating Committee or any Subcommittee on matters pursuant to this Agreement prior to a decision by the Operating Committee on such matters; provided that members of the Advisory Committee shall have no right to vote on any matter considered by the Operating Committee or any Subcommittee and that the Operating Committee or any Subcommittee may meet in Executive Session if, by Majority Vote, the Operating Committee or Subcommittee determines that such an Executive Session is advisable. The Advisory Committee may provide the Operating Committee with recommendations of one or more candidates for the Operating Committee to consider when selecting members of the Advisory Committee pursuant to Section 4.3(a)(ii); provided, however, that the Operating Committee, at its sole discretion, will select the members of the Advisory Committee pursuant to Section 4.3(a)(ii) from the candidates recommended to the Operating Committee by the Advisory Committee, the Operating Committee itself, Participants or other persons. The Operating Committee may solicit and consider views on the operation of the Central Repository in addition to those of the Advisory Committee. (e) Members of the Advisory Committee shall have the right to receive the same information concerning the operation of the Central Repository as the Operating CommitteeRepository; provided, however, provided that the Operating Committee may withhold retains the authority to determine the scope and content of information it reasonably determines requires confidential treatmentsupplied to the Advisory Committee, which shall be limited to that information that is necessary and appropriate for the Advisory Committee to fulfill its functions. Any information received by members of the Advisory Committee in furtherance of the performance of their functions pursuant to this Agreement shall remain confidential unless otherwise specified by the Operating Committee.

Advisory Committee. (a) An advisory committee to the Company (the “Advisory Committee”) shall be formed and shall function in accordance with SEC Rule 613(b)(7) and this Section 4.13. (b) No member of the Advisory Committee may be employed by or affiliated with any Participant or any of its Affiliates or facilities. A Representative of the SEC [The SEC’s Chief Technology Officer (or the individual then currently employed in a comparable position providing equivalent services)] shall serve as an observer of the Advisory Committee (but shall not be a member thereof). The Operating Committee shall select one (1) member to serve on the Advisory Committee from representatives of each category identified in Sections 4.13(b)(i) through 4.13(b)(xii) to serve on the Advisory Committee on behalf of himself or herself individually and not on behalf of the entity for which the individual is then currently employed; provided that the members so selected pursuant to Sections 4.13(b)(i) through 4.13(b)(xii) must include, in the aggregate, representatives of no fewer than three (3) broker-dealers that are active in the options business and representatives of no fewer than three (3) broker-dealers that are active in the equities business; and provided further that upon a change in employment of any such member so selected pursuant to Sections 4.13(b)(i) through 4.13(b)(xii) a Majority Vote of the Operating Committee shall be required for such member to be eligible to continue to serve on the Advisory Committee:: Persons;‌ (i) a broker-dealer with no more than 150 Registered Persons; (ii) a broker-dealer with at least 151 and no more than 499 Registered Persons;Registered (iii) a broker-dealer with 500 or more Registered Persons; (iv) a broker-dealer with a substantial wholesale customer base; (v) a broker-dealer that is approved by a national securities exchange (A) to effect transactions on an exchange as a specialist, market maker, or floor broker; or (B) to act as an institutional broker on an exchange; (vi) a proprietary-trading broker-dealer; (vii) a clearing firm; (viii) an individual who maintains a securities account with a registered broker or dealer but who otherwise has no material business relationship with a broker or dealer or with a Participant; (ix) a member of academia who is a financial economisteconomist [with expertise in the securities industry or any other industry relevant to the operation of the CAT System]; (x) [an ]three institutional investors, including an individual trading on behalf of an investment company or group of investment companies registered pursuant to the Investment Company Act of 19401940[trading on behalf of a public entity or entities]; (xi) [an institutional investor trading on behalf of a private entity or entities; and and[.] (xii) an individual with significant and reputable regulatory expertise; and CAT Reporters. (xii) a service bureau that provides reporting services to one or more (c) Four of the fourteen initial members of the Advisory Committee, as determined by the Operating Committee, shall have an initial term of one (1) year. Five of the fourteen initial members of the Advisory Committee, as determined by the Operating Committee, shall have an initial term of two (2) years. All other members of the Advisory Committee shall have a term of three (3) years. No member of the Advisory Committee may serve thereon for more than two consecutive terms. (d) The Advisory Committee shall advise the Participants on the implementation, operation, and administration of the Central Repository, including possible expansion of the Central Repository to other securities and other types of transactions. Members of the Advisory Committee shall have the right to attend meetings of the Operating Committee or any Subcommittee, to receive information concerning the operation of the Central Repository (subject to Section 4.13(e)), and to submit their views to the Operating Committee or any Subcommittee on matters pursuant to this Agreement prior to a decision by the Operating Committee on such matters; provided that members of the Advisory Committee shall have no right to vote on any matter considered by the Operating Committee or any Subcommittee and that the Operating Committee or any Subcommittee may meet in Executive Session if, by Majority Vote, the Operating Committee or Subcommittee determines that such an Executive Session is advisable. The Advisory Committee may provide the Operating Committee with recommendations of one or more candidates for the Operating Committee to consider when selecting members of the Advisory Committee pursuant to Section 4.3(a)(ii); provided, however, that the Operating Committee, at its sole discretion, will select the members of the Advisory Committee pursuant to Section 4.3(a)(ii) from the candidates recommended to the Operating Committee by the Advisory Committee, the Operating Committee itself, Participants or other persons. The Operating Committee may solicit and consider views on the operation of the Central Repository in addition to those of the Advisory Committee. (e) Members of the Advisory Committee shall receive the same information concerning the operation of the Central Repository as the Operating Committee; provided, however, that the Operating Committee may withhold information it reasonably determines requires confidential treatment. Any information received by members of the Advisory Committee in furtherance of the performance of their functions pursuant to this Agreement shall remain confidential unless otherwise specified by the Operating Committee.;

Advisory Committee. (a) An advisory committee to the Company (the “Advisory Committee”) shall be formed and shall function in accordance with SEC Rule 613(b)(7) and this Section 4.13. (b) No member of the Advisory Committee may be employed by or affiliated with any Participant or any of its Affiliates or facilities. A Representative of The SEC’s Chief Technology Officer (or the SEC individual then currently employed in a comparable position providing equivalent services) shall serve as an observer of the Advisory Committee (but shall not be a member thereof). The Operating Committee shall select one (1) member to serve on the Advisory Committee from representatives of each category identified in Sections 4.13(b)(i) through 4.13(b)(xii) to serve on the Advisory Committee on behalf of himself or herself individually and not on behalf of the entity for which the individual is then currently employed; provided that the members so selected pursuant to Sections 4.13(b)(i) through 4.13(b)(xii) must include, in the aggregate, representatives of no fewer than three (3) broker-dealers that are active in the options business and representatives of no fewer than three (3) broker-dealers that are active in the equities business; and provided further that upon a change in employment of any such member so selected pursuant to Sections 4.13(b)(i) through 4.13(b)(xii) a Majority Vote of the Operating Committee shall be required for such member to be eligible to continue to serve on the Advisory Committee: (i) a broker-dealer with no more than 150 Registered Persons; (ii) a broker-dealer with at least 151 and no more than 499 Registered Persons; (iii) a broker-dealer with 500 or more Registered Persons; (iv) a broker-dealer with a substantial wholesale customer base; (v) a broker-dealer that is approved by a national securities exchange (A) to effect transactions on an exchange as a specialist, market maker, or floor broker; or (B) to act as an institutional broker on an exchange; (vi) a proprietary-trading broker-dealer; (vii) a clearing firm; (viii) an individual who maintains a securities account with a registered broker or dealer but who otherwise has no material business relationship with a broker or dealer or with a Participant; (ix) a member of academia who is a financial economistwith expertise in the securities industry or any other industry relevant to the operation of the CAT System; (x) three an institutional investors, including an individual investor trading on behalf of an investment company a public entity or group of investment companies registered pursuant to the Investment Company Act of 1940;entities; entities; and (xi) an institutional investor trading on behalf of a private entity or (xii) an individual with significant and reputable regulatory expertise; and CAT Reporters. (xii) a service bureau that provides reporting services to one or more (c) Four of the fourteen twelve initial members of the Advisory Committee, as determined by the Operating Committee, shall have an initial term of one (1) year. Five Four of the fourteen twelve initial members of the Advisory Committee, as determined by the Operating Committee, shall have an initial term of two (2) years. All other members of the Advisory Committee shall have a term of three (3) years. No member of the Advisory Committee may serve thereon for more than two consecutive terms. (d) The Advisory Committee shall advise the Participants on the implementation, operation, and administration of the Central Repository, including possible expansion of the Central Repository to other securities and other types of transactions. Members of the Advisory Committee shall have the right to attend meetings of the Operating Committee or any Subcommittee, to receive information concerning the operation of the Central Repository (subject to Section 4.13(e)), and to submit their views to the Operating Committee or any Subcommittee on matters pursuant to this Agreement prior to a decision by the Operating Committee on such matters; provided that members of the Advisory Committee shall have no right to vote on any matter considered by the Operating Committee or any Subcommittee and that the Operating Committee or any Subcommittee may meet in Executive Session if, by Majority Vote, the Operating Committee or Subcommittee determines that such an Executive Session is advisable. The Advisory Committee may provide the Operating Committee with recommendations of one or more candidates for the Operating Committee to consider when selecting members of the Advisory Committee pursuant to Section 4.3(a)(ii); provided, however, that the Operating Committee, at its sole discretion, will select the members of the Advisory Committee pursuant to Section 4.3(a)(ii) from the candidates recommended to the Operating Committee by the Advisory Committee, the Operating Committee itself, Participants or other persons. The Operating Committee may solicit and consider views on the operation of the Central Repository in addition to those of the Advisory Committee. (e) Members of the Advisory Committee shall have the right to receive the same information concerning the operation of the Central Repository as the Operating CommitteeRepository; provided, however, provided that the Operating Committee may withhold retains the authority to determine the scope and content of information it reasonably determines requires confidential treatmentsupplied to the Advisory Committee, which shall be limited to that information that is necessary and appropriate for the Advisory Committee to fulfill its functions. Any information received by members of the Advisory Committee in furtherance of the performance of their functions pursuant to this Agreement shall remain confidential unless otherwise specified by the Operating Committee.