Broker-Dealer Compliance. None of the Company, ICG LP nor any of their subsidiaries (other than Imperial Capital, LLC) is, nor will as a result of the transactions contemplated by this Agreement or the Transaction Agreements be, (i) required to register as a broker-dealer under the Securities Exchange Act of 1934 (the “1934 Act”) and the rules and regulations of the Commission thereunder (the “1934 Act Regulations”), nor (ii) required by the securities laws of any state to register as a broker-dealer, except where the failure to be so registered would not reasonably be expected to result in a Material Adverse Effect. Imperial Capital, LLC is duly registered, licensed and qualified as a broker-dealer under the 1934 Act and the 1934 Act Regulations and the securities laws of each state where the conduct of its business requires such registration, except where the failure to be so registered, licensed and qualified would not reasonably be expected to result in a Material Adverse Effect, and is duly registered and is in good standing with the FINRA.
Broker-Dealer Compliance. (a) CP CS is a broker-dealer registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is a member of FINRA, and holds all licenses, franchises, permits, privileges, immunities, approvals and other authorizations of all Governmental Authorities (including, without limitation, all memberships or participant rights in self-regulatory organizations) that are material to the operation of its business. Section 5.11(a) of the Companies Disclosure Schedules sets forth the jurisdictions in which CP CS is registered as a securities broker or dealer.
Broker-Dealer Compliance. Broker/Dealer will fully comply with the requirements of the National Association of Securities Dealers, Inc. and of the Securities Exchange Act of 1934 and such other applicable federal or state laws, including insurance laws, and will establish rules, procedures, supervisory and inspection techniques necessary to diligently supervise the activities of its registered representatives who are licensed agents of the Insurer. Upon request by Distributor or Insurer, Broker/Dealer will furnish appropriate records as are necessary to establish diligent supervision.
Broker-Dealer Compliance. Xxxxx and Company, LLC and Ramius Securities LLC are the only broker-dealer subsidiaries of the Company and the Subsidiaries. Xxxxx and Company, LLC is registered as a broker-dealer with the Commission and under the laws of all fifty U.S. states, the District of Columbia and Puerto Rico, is a member of FINRA and the New York Stock Exchange, and, in each case, is in compliance with all applicable laws, rules, regulations, orders, by-laws and similar requirements in connection with such registrations and memberships, including without limitation Rule 15c3-1 under the Exchange Act, except where the failure to be so registered or in such compliance would not have a Material Adverse Effect. The Company no longer conducts significant business through Ramius Securities LLC and Ramius Securities LLC is in the process of winding up its business.
Broker-Dealer Compliance. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, no party hereto shall take any actions hereunder that would constitute or result in a transfer or assignment of any Broker-Dealer Subsidiary or any Equity Interests of a Broker-Dealer Subsidiary, or a change of control over such Broker-Dealer Subsidiary, requiring the application to and/or prior approval of FINRA or any other Regulatory Supervising Organization without first making such application and/or obtaining such prior approval, to the extent required, of FINRA or such Regulatory Supervising Organization.
Broker-Dealer Compliance. Broker/Dealer will fully comply with the requirements of the National Association of Securities Dealers, Inc. (the "NASD") and of the Securities Exchange Act of 1934 and such other applicable Federal or state laws and will establish rules, procedures, supervisory and inspection techniques as necessary to supervise the activities of its registered representatives who are Subagents and their compliance with applicable federal and state securities laws, rules and regulations and NASD rules. Upon request by Distributor, Broker/Dealer will furnish appropriate records as are necessary to establish diligent supervision. General Agent will fully comply with the requirements of applicable state insurance laws and regulations and will maintain all books and records and file all reports required thereunder to be maintained or filed by a licensed insurance agent. If Broker/Dealer and General Agent are not the same person or legal entity, Broker/Dealer and General Agent shall comply with the terms and conditions of no-action letters made publicly available by the staff of the SEC regarding the non- registration as a broker-dealer under the 1934 Act, of a corporation licensed as an insurance agent and associated with a registered broker-dealer. Neither Broker/Dealer, General Agent nor any Subagent shall solicit an application from, or recommend the purchase of a Contract to an applicant without having reasonable grounds to believe, in accordance with, among other things, applicable regulations of any state insurance commission, the SEC and the NASD, that such purchase is suitable for the applicant. While not limited to the following, a determination of suitability shall be based on information supplied after a reasonable inquiry concerning the applicant's insurance and investment objectives and financial situation and needs. Unless required by a determination of suitability, neither Broker/Dealer, General Agent nor any Subagent shall encourage a purchase of a Contract to surrender or exchange his Contract in order to purchase another insurance
Broker-Dealer Compliance. Notwithstanding anything to the contrary contained herein or in any other Credit Document, no party hereto shall take any actions hereunder that would constitute or result in a transfer or assignment of any Broker-Dealer Subsidiary or any Equity Interests of a Broker-Dealer Subsidiary, or a change of control over such Broker-Dealer Subsidiary, requiring the application to and/or prior approval of FINRA or any other Regulatory Supervising Organization without first making such application and/or obtaining such prior approval, to the extent required, of FINRA or such Regulatory Supervising Organization. Without limiting the obligations of any party under Section 3.02(b)(iii), if an Event of Default shall have occurred and be continuing and the Pledgee shall have notified the Borrower that it intends to enforce its rights under Article 7, the Pledgee is empowered to seek from FINRA or any other Regulatory Supervising Organization, to the extent required, consent to or approval of any involuntary transfer of control of any entity whose Collateral is subject to this Agreement for the purpose of seeking a bona fide purchaser to whom control ultimately will be transferred. Each Pledgor agrees to cooperate with any such purchaser and with the Pledgee in the preparation, execution and filing of any forms and providing any information that may be necessary in obtaining such consent to the assignment to such purchaser of the Collateral. Each Pledgor hereby agrees to consent to any such voluntary or involuntary transfer after and during the continuation of an Event of Default and following delivery by the Pledgee of the notice described above, as long as not revoked or rescinded. Each Pledgor shall cooperate fully in obtaining the consent of FINRA and the approval or consent of each other Regulatory Supervising Organization required to effectuate the foregoing.
Broker-Dealer Compliance. Each of the Regulated Subsidiaries is registered as a broker-dealer with the SEC, is a member in good standing of the NASD (as defined below) and is duly qualified or registered as a broker-dealer in each jurisdiction where the failure to be so qualified or registered is reasonably likely to have a Material Adverse Effect on Company. Neither Company nor any subsidiary is required to obtain any registration as an investment adviser, a commodity trading advisor, a commodity pool operator, a futures commission merchant, an insurance agent, a sales person or in any similar capacity with the SEC, the NASD, the Commodity Futures Trading Commission, any clearing agency, or any other securities commission or self-regulatory
Broker-Dealer Compliance. Xxxxx, Xxxxxxxx & Xxxxx, Inc. is registered as a broker-dealer with the Commission and under the laws of all fifty U.S. states, the District of Columbia and Puerto Rico, is a member of the National Association of Securities Dealers, Inc. (“NASD”) and the New York Stock Exchange, and, in each case, is in compliance with all applicable laws, rules, regulations, orders, by-laws and similar requirements in connection with such registrations and membership, including without limitation Rule 15c3-1 under the Exchange Act (the “Net Capital Rule”), except where the failure to be so registered or in such compliance would not have a Material Adverse Effect.
Broker-Dealer Compliance. (a) All activities and operations conducted or engaged in, directly or indirectly, by any of the Protego Entities that are required by any applicable Requirement of Law or Governmental Order to be conducted by a duly registered and licensed broker-dealer are conducted solely by PCB. Schedule 3.1.21(a) list all material registrations and licenses held by PCB with all applicable Governmental Authorities. PCB is duly registered and licensed as a broker-dealer under the Mexican Securities Market Law (Ley del Xxxxxxx de Valores) by the Ministry of Finance and the CNBV or similar laws pursuant to which PCB is required to be so registered, maintains a seat on the Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A.
